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Once upon a time the American Dream was simple; start a company, grow the company, create jobs and provide a better path for your children. Now the American dream is how to stay afloat, keep your house and remove the daggers that the government is ramming in the small of your back. Your congressman and governor say one thing and do another. The white house takes your tax dollars with one hand and pickpockets you for your lunch money with the other.
Activist bloggers and armchair protesters are against the system when it’s convenient but when the spotlight is off and no one is watching they golf with their senator and take quiet money from special interest groups.
The entrepreneur has been drug into the darkened alleyway, sucker punched, hogtied and left to rot by a system that uses them like a smack-head hits the pipe and as long as the media keeps quiet, the individual entrepreneur feels that they are the only ones engaged in this struggle but this is simply not the case.
The banks wanted more than your house, they wanted your tax dollars and the government gave it to them and in front of the cameras they shook hands and agreed that this ‘bailout money’ would go back into the economy to spark a resurgence in civilian confidence in a system that force-feeds poison and slices off pounds of flesh from it’s zombie citizens.
The reality is, in back room meetings and secret handshakes this money was understood to go into the pockets of corrupt institutional banks and would never make it to local and national economic relief. Knowing all of this, ask yourself, at the end of the day, who can you turn to? What politician at any level can you trust to cut you a break? The answer is simple, none. Look to your right and left and you’ll find the answer. The accredited investor and people investing in people is the only way to slow down the corruption. Of course when the government sees how unity is productive they’ll figure out a way to pollute our confidence in one another with overgeneralizations and hyphenated ethnicities and other politically correct pig Latin that means nothing but divides everyone. In that division is where the government takes hold.
Here is a revolutionary idea. Actually, it’s not so revolutionary as it is unspoken and it goes like this: Business plan + Private Placement Memorandum + Fund Raising = Take your company public. Taking your company public is the only way to take control of your truly productive and marketable product or service and the steps are simple and above. First start with a professionally authored business plan that clearly spells out your idea and sets the stage for what your company is about and the reality of what is possible. Be truthful. Be honest and the investors will come if you position yourself properly. Positioning yourself properly in the USA means setting up a structure that the government can control and in this case the minimum requirement for raising equity capital is with a regulation D rule exemption 504, 505 or 506 also referred to as a private placement memorandum (PPM) which is an SEC regulated mechanism for distributing shares in your company for investment dollars. I’m not a fan of big government but Reg D is a good idea and keeps from the wrong types of people raising capital. Regulation D keeps it clean by spelling out the potential risk factors for your company and by using a valuation it will state a solid ‘per share’ price. You simply put out a certain amount of equity for public consumption and set the share price and offer it to people by staying within the non solicitation standards set forth by the SEC and it’s that easy. After you’ve initiated your fund raising you’ll want to provide a profitable exit strategy for your investors and you’ll want a way to capitalize off of your position so your company can grow. Going public on the OTCBB (over the counter bulletin board) is a great way to expand and raise capital. Have a qualified securities attorney file your s1 and go through comments with the SEC. Have your consultant or attorney refer you to a solid market maker to sponsor your 15c211 with FINRA and wham-bam you have a trading symbol and you’re public. Now just file your 10k’s and 10Q’s throw in some solid publicity and investor relations and you’re off and running. Stepping outside the system and getting organized will take you places you’ve never dreamed possible. Get out there! You can do it.
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I wish I could say that I wasn’t writing this article from experience but that would be a lie. I wish I could say that chemistry is never an issue between the consultant, S1 attorney and newly elected board members but that would be nave.
The truth is some attorneys who perform great on some public offerings are an absolute nightmare on other transactions. Some board members with a gargantuan size portfolio of contacts are worth the aggravation on some deals but on others fall flat on their face as they try to take the whole company to the ground with them. The reality is qualifying an attorney for the process of an S1 filing goes far beyond whether they’ve got time and experience under their belt. You need to ask the more difficult questions that are almost impossible to test for such as, how do they react in stressful situations? Are they open to stepping outside of their comfort zone to engage in cutting edge filing strategies to speed up the offering process? Do they help with the fundraising? Are they able to refer a PCAOB auditor and a market maker to file the 15c211? These are things that need to be addressed with your S1 attorney but are difficult to actually test beforehand.
Each lawyer is different and all I can say is sit down with them and drill them with a million different questions from a multitude of angles to test their knowledge and their patience. Watch their facial expressions, hand gestures, eye and forehead shift. Look for a bouncing leg or foot and other nervous habits and what questions did you ask to trigger this nervous twitch?
The same techniques can be used for qualifying a board member. The only way to get the best idea of whether there is a fit is to push them to the brink during the interview?
Be careful with this as many qualified professionals could easily take this challenge as disrespect and they’ll walk so don’t be rude or arrogant but with a placid look on your face and a calm voice, drill them and drill them hard.
Many consultants in this industry, myself included had to learn this lesson the hard way and took a lot of time and effort to correct the mistake of bringing on the wrong individual for the solution we were seeking. This is an extremely high stress industry and the environment is constantly at 100 degrees.
Concentrate on being calm, forward thinking, compromising on some issues and uncompromising on others, write down 10 pages of questions and when you sit down with the candidate ask all those questions and other questions that come to mind during the meeting. Test them, push them and get the right person for the job.
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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.
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Wouldn’t it be great if you could take a lawyer based on their word? Right now you’re thinking, “is this guy crazy?” because the mere concept of trust has become a laughable concept. Some attorneys will tell you what you want to hear and when you get the contract which puts in writing everything that you discussed it’s like the attorney wrote it in pig Latin, hand jive images and Hindi. Nothing is what it was on the phone call and everything gets lost in legalizes technical jargon.
Now lets get a little closer to home. Your company is growing and you need to raise capital. The banks want suck the life out of you and the venture capitalists love the opportunity but will need a pound of flesh, a pint of blood and your first born in order to part with their capital.
Where do you turn if you just want a square deal to use the strength of your company and your track record of success to raise capital? The answer is simple, go public. Pick a solid volume exchange like the OTCBB (Over The Counter Bulletin Board) and get things moving. Use a consultant to guide you through the flesh cutters and blood suckers who will suck your company dry of equity and capital and when you are picking an Investor Relations firm get their latest symbols and a few references and start your research there but when it comes to the S1 Attorney, those gosh darn S1 attorneys, approach with extreme caution.
Get a solid grasp of their background. Do you have professional chemistry with them? Interview several securities attorneys before making a decision; get trading symbols and edger links. How many rounds of comments do they average with the SEC? Will they support or block your consultant from doing his/her job? Are they confrontational? Take all these things into consideration and then when you’ve decided on an attorney the last thing you need to make sure they do is make sure that they can get you set up with a market maker for your 15c211 filing. If the lawyer says that this isn’t their job, you tell them, ‘Think again Paunchy’.
A good filing attorney will always get lobbied by market makers and they should have contacts in spades. We all have our nightmare stories about dealing with S1 lawyers who screw up deals, prolong deals, change deals, swindle clients and will put a company through the ringer for a year and in the end can’t even get through SEC comments. Do your research, get referrals and get informed.
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For companies wanting to go public the basic understanding is to find an S1 attorney that will look out for your best interest and make the process easy. But what you’re not thinking about is the sub-sector of predatory attorneys that just look at you as easy prey. They’ll jump into your company, distract you by confusing you with technical jargon, fast talking and stressful scenarios that could never happen and when you’re not looking they’ll carve out a nice fat piece of equity on top of their excessive fees that pile up as they rob you blind with their insularely fees.
Qualify your S1 lawyer the way you would a blind, deaf, mute, quadriplegic proctologist before you go in for surgery. The fact that they can do what you’ve read in their promotional material is possible but most likely won’t happen, not that it can’t happen it’s just they can’t make it happen. Got it?
Be wary of S1 attorneys that will try to confuse you and distract you from your original goal. Let’s say it was your goal to go public on the OTCBB, the attorney who wants to take you for a ride will distract you with statements geared towards far fetched issues to scare you into submitting to their, not so far off, actions of adding fees, slicing off equity and other things of this nature. A perfect example is an attorney who gets involved with the client’s PPM share price with oppressive authority. If you’re company has a valuation of $3m they are trying to tell you to sell shares pre public for $1.00 or so which is absolutely, completely unrealistic, especially when you look at existing in the post public arena. They will tell you that at .20 cents per share pre public your pre revenue company will never have a chance to get on the NASDAQ (NASDAQ should be the furthest thing from your mind at this stage as you should be focusing on your pre public share price and post public IR). If the predator S1 lawyer sees you’re organized and have a solid comprehension of the process they will take away your confidence in those around you to gain more dependence by you. They will tell you that you can’t pay your IR firm the way you’ve already pre negotiated or that they are dirty or whatever.
When it comes to the PCAOB audit they will absolutely insist on you using their guy even though he charges twice the amount of other firms that gave you a quote and you can rest assured that the markup is their commission for scaring you into using this firm.
At the end of the day the predatory S1 attorney will confuse you, up-sell, over charge, scare, belittle and whatever else they have to do to make sure that at the end of the day they can get away with charging and taking everything without having to deliver anything and it will be structured so that the blame falls on you for not fulfilling the obligations set on you by the attorney. Good luck out there!
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The undertaking of a public offering on the OTCBB, just as with the NYSE and NASDAQ can be tedious, strenuous, exhausting and an ongoing perpetuation of one failure after another until you just throw in the towel and call it quits; but it doesn’t have to be that way.
Going public can be rewarding, prosperous, empowering and the beginning of massive capitalization and international expansion. There are two things to remember when putting your ‘going public’ plans together. First: don’t be nave by thinking that you can do it yourself, you’ll certainly fail as this process has too many components and is infested with sewer rats that will climb on your back for a free ride just in case you make it. Second: be smart and hire an IPO Strategies Consultant. This type of business consultant is rare and difficult to find as they are in demand globally because of the streamlined manner in which they are able to take a company public.
Strategies consultants that specialize in pre public corporate strategies and structuring, IPO facilitation and post public investor relations planning and mergers and acquisitions. They’ll expedite the public offering while giving your company a powerful foundation conducive to hardcore domestic and global expansion.
The road to becoming a publicly traded company is littered with the carcasses of companies that either tried to complete the process on their own or corporation with the foresight to hire a consultant but battled the consultant on each portion of the process and added so much stress to the deal that the consultant threw in the towel and moved onto the next project.
Word to the wise, this is one industry that you, the inquisitive self taught or over educated doesn’t stand a chance. The intricacies of this industry are of such proportions that unless you are completely submerged in this business for years with 80 hour work weeks you won’t even crack the surface of what it takes to go public and stay public and grow through expansion with a solid trading volume to monetize your company’s securities to create expansion capital.
Find a consultant, step back, keep your cell phone hand and leave this to the professionals while you reap the rewards. You’ve earned it! Through your blood, sweat and tears you’ve built your company. You’ve created jobs, contributed to the economy, paid Uncle Sam his pound of flesh, you deserve to succeed. Use the process of going public to create wealth for your family, long term job stability for loyal and hard working employees and a product or service distribution that spans the globe.
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So many companies claim to have the answers but few do. Many companies will take huge upfront fees but few can fulfill their promises.
Princeton Corporate Solutions announces their new all inclusive, Turn-Key solution for companies who want to create a solid corporate infrastructure, go public on the OTCBB and take their products and services to the international market place.
Princeton Corporate Solutions will completely revamp your corporate structure, take your company public and globalize your company for one low, flat fee. In fact, if your company qualifies, PCS will invest the capital for your S1 filing and legal, Market Maker research and attachment for 15c211 filing for FINRA approval and even pay the out of pocket expenses for an ultra powerful Investor Relations strategy that will put your new public company on the map quickly with powerful trading volume that will have a massive impact on your bottom line.
Princeton Corporate solutions will stay onboard in an advisory role after your public to take your company to the international marketplace while identifying acquisitions and mergers that will grow your company efficiently and expediently.
Are you ready to launch your business into the realm of maximum expansion and full throttle growth? If you’re approved as a client of Princeton Corporate Solutions our strategies will add rocket fuel to your expansion strategy.
With Princeton’s Turn-key ‘Go Public’ and ‘Globalization’ Package, they facilitate the following to grow and stabilize your corporation: Board of Directors Selection, secondary Board of Advisers Selection, ‘C’ level executive selection and qualification, Strategic alliance identification and facilitation, Pre public Expansion strategy identification and facilitation, Business plan authoring, Private Placement Memorandum Authoring (if needed), OTCBB Process Begins with a Third Party PCAOB Audit, S1 Filing and Comments By our Legal team (S1 fees provided by PCS Investors), 15c211 Filing by our Market Maker Selection, FINRA Trading Symbol Achieved (fees paid by PCS investors).
After your company is public PCS will initiate Powerful Post Public Investor Relations Solutions by Partner Companies to create your market market and build stock value and trading volume (fees negotiated and paid by PCS), Corporate and Product/Service Publicity using TV and Radio Expert Panel Interviews to Promote the Knowledge of Executive, Build Corporate Brand and Get your Trading symbol out to the masses. Post public Acquisition identification and facilitation solutions, Post public subsidiary mergers and acquisition identification and solutions and much more.
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For those of you who have reached the point in your company’s evolution where it’s time to take your company public there is often a lot of confusion centering around the services that a corporation needs in order to go public at a solid price, hold it’s position and grow steadily.
The solution is to bring on a consulting firm steeped in a solid history of creating solid corporate foundations so that building on that foundation is simple and streamlined. Below is what you can expect to pay and the services you’ll need for a solid public offering on an exchange like the OTCBB that will help your company eventually qualify for the NASDAQ.
Of course there are many consulting firms out there who will do reverse mergers into public shells or charge $400k+ for the process of going public but the truth is, your company can get a premium grade public offering solutions without having to pay even remotely close to that much.
For a solid, top tier consulting firm to come into your company and provide everything from A to Z, the below is what you can expect to get and pay from reputable consulting sources.
For a full turnkey solution, the costs involved and solutions provided would look something like this: 1. Retainer ($25k to $35k)+ equity distribution 2. Business plan and Private Placement Memorandum authoring 3. Company Valuation by top tier analyst 4. Board of directors selection and evaluation 5. Advisory board selection and evaluation 6. C level executive evaluation and recruitment initiation (if needed) 7. Strategic Alliance search and facilitation 8. First round of funding offered to our investor network (and your investor contacts) 9. PCAOB audit 10. $50k fee from proceeds raised paid to Consultant 11. S1 filed by PCS legal team through SEC comments stage to SEC approval 12. Market Maker attachment, 15c211 filing with FINRA and final payment of $50k is made to Consultant from capital raised 13. Trading symbol issued to company by FINRA 14. Company is up and trading on OTCBB 15. Consultant brings in first phase Investor Relations strategies to create market and trading volume activity 16. National Public Relations strategy begins by having C level executives placed on top tier radio and TV programs as Expert Panel participants for industry 17. Ongoing acquisitions identification, corporate expansion strategies and Investor Relations consulting by Consultant to assist company with growth.
You don’t need to overpay for a service as intricate as going public. Just find a turn-key consultant who understands your company and what you’re trying to achieve and take it from there.
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