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In the strategies of war, how does a new regional military power or upstart guerrilla troop solidify their position? They identify their adversaries and eliminated them. How is business any different? The truth is the strategies are identical while the actual elimination process differs. War is fought with bombs and guns, economics is fought by crushing an idea or believe system that perpetuates the money machine behind a company, take away the public believe system based on the concept put out by a company and you’ve eliminated their ability to survive.
Corporate branding, marketing and all promotion centers around piercing the minds of the public to inject an idea that ultimately triggers them to have an emotional need for your service or product. Few purchase decisions are spontaneous but for those that are it’s a matter of putting making something available with the threat of taking it away.
When injecting an idea in the mind of the involuntary recipient it must be like a candy coated indigestible as opposed to a spinal tap entry. Smooth and easy as opposed to painful and forced. Some sugar coatings take on the identity of a comedic TV commercial where laughter is the mechanism used to bypass the critical faculty while a sappy emotional segment may work for others.
The key to obtaining and maintaining one’s position is to identify your immediate competition, deal with them and once this is facilitated move on to the next potential threat. For the immediate competitor one elimination strategy that tends to work regardless of industry is to analyze the regional market in which you find a competitor of equal size who is in direct competition with you and then find his localized upstart or micro competitors and via third party strategically align your agenda with their promotional tactics. Help them to collectively and unknowingly pinpoint and weaken specific products and services that pronounce the actual threat to your company. Phase two is to make yourself known to them via this third party introduction and buy equities in these companies and contractually obligate them to use this capital for designated promotional solutions that will grow that regional company. You want this money to be used to infiltrate the region with your services/products and have the new partners go into their established client base with mailers, phone calls and in person sales calls and introduce your company and solutions to them.
Your initial competitor will begin to lose traction (assuming they are a public company) and their stock price will begin to fall, you want to begin buying stock in this competing company but not enough to stimulate or increase the share price. A combination of multiple subsidiary elements ganging up on this one particular company in addition to your firm buying equities in a plummeting stock will deliver to you the control you need in order to remove this entity as an obstacle to your growth.
As the company lessens in market share and comes into a new phase of financial hardship, help the process along by now adding the sell/buy process to damage their stock that much more (obviously, before initiating this phase talk to legal counsel for advice). Now that the stock is at a critical volume and price you can step in and flood the market with the stock that you purchased to send them into ‘penny stock’ domain, the kiss of death for any company that wants to stay on or eventually qualify for the NASDAQ (don’t look at this as losing money, you should see it from the perspective of gaining long term market share) and when the company is close to shutting their doors, you can step in as the savior with investment capital, acquisition proposal or workout a subsidiary type merger.
By this time the company is so weak they have no choice but to accept on of the above options thus, you’ve accomplished the elimination of a competitor while creating a virtual monopoly in this regional based strategy. There is a template strategy that straddles political and economical situations. The template is the same while it needs to be adapted with a customized process.
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In life, real life (not this politically correct utopia brainwash content they are force-feeding our children with in school to cripple their minds) is truly, absolutely survival of the fittest. Make no mistake intellectual battle lines are drawn and at the end of the day there are two educations a child gets today: School and Home.
At school children are taught that if they play along with the group, all is well, they’ll get good grades and if they say no to drugs, fall on bended knee before the teachers they will make it. A child’s education at home must be about applications, strategy and considering the public education game a playground. Understand that when you send your child to school they are submerged in a ‘follow the leader’ subculture that goes like this: go to class, study, ready, test well and put your napkin on your lap at lunch get into college and get that piece of paper that convinces intellectual halfwits that you’re qualified for that $30k paper pusher job, fall in line with the student loan suffocation mechanism to allow the government to take their piece of the action and you’ll be fine.
As parents, we need to have a strong, updated comprehension of this because we place our children in a position where they are tied down and force-fed by self proclaimed intellectual scholars yet the reality is they teach because they cannot do (yes I know I’ve said this before but keep reading). Those who can apply the tactics taught in school go from tactician to strategist. A strategist is able to apply the tactics studied in university class rooms to their current and immediate environment, ‘teachers’ also referred to as ‘tacticians’ cannot.
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Train your children in the Machiavellian ways that have been demonized by those who are afraid to lose control but mastered by those in control. Throughout elementary and high school training it is your job as a parent to show your child how to apply what they are learning in school as the instructor as their educational facility is unable to do this as they are a tactician not a strategist. Strategists own the companies that tacticians work for. Strategists are on the board of companies and have C level executive stations while hiring and firing an ongoing ocean of tacticians. How can you tell if you’re child’s teacher is a tactician as opposed to an educator with the full package? They treat the halfwit concepts of the new ‘political correctness’ as if they were laws passed down from Mount Olympus and constantly use backwards, mean nothing terminology such as hyphenated ethnicities which is nothing more than one additional strategy used by the powers that be to separate the citizens of this nation even more in turn securing more of a strangle hold on the minds of our youth, they take a kumbaya approach to communication with a ‘there is no wrong answer’ process to confusing the balance of a soft maturing mind, they’ll teach about Victoria, self proclaimed Queen of a so-called ‘United’ Kingdom with no mention of the ongoing British attempts to infiltrate this country with chaos missions during the civil war, the war of 1812, multiple invasions from Canada early in the history of our Nation and ongoing via economics and our current legislative and trade system.
Its war and we are battling for the minds of our children in order to keep them from entering into the zone of the mindless drone. They will brainwash your child all day in school, instead of handing your child over to more negative influences by allowing them to sit in front of the idiot box for four hours per night, give them books to read like the Art of War, The Prince and other books that will train them to assimilate this lame public/private school education into practical, strategic concepts that will set them apart, above and beyond their peers.
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For diversified investors, the IPO is the holy grail of all investments. Why? Because of the higher yields involved with a company with a great concept that is about to step onto the scene and change the order of an industry. Many times the investors are able to take advantage of a deeply discounted stock price compared to the retail price available to the mainstream.
For those who have experienced the power of an IPO, the next natural stage is the Pre IPO. A Pre IPO investment a few months before the company is issued a trading symbol is the creme de la creme of all stock investments. Many times investors are offered warrants for discounted future offerings with the company; the stock is typically discounted deeply to the IPO price, which in turn is discounted to the retail price. The investment mechanism is typically done via Private Placement Memorandum using rule exemption 506 of Regulation D.
Investors should make sure that the PCAOB audit and S1 authoring are underway or completed before going into an investment. The company should offer potential investors a package which includes a solid business plan, PPM stating risks and a valuation from which the share price originates. The share price will come from the valuation, number of authorized shares, total amount of capital to be raise pre public etc.
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Another deal aspect to pay close attention to before investing is the market creation process put in place by the company. A strong Investor Relations and publicity campaign is crucial to generating interest in an IPO and this strategy should be put in place during the company’s comments phase with the SEC (if it is an OTCBB listing the company is initiating).
A solid investor relations campaign will consist of, at a minimum, two press releases per week, phone room assistance to introduce the company to the broker and investment market, SEO campaign, iTunes company and industry position downloads for interested parties, webinars, investor newsletter as well as radio, TV and university expert panel interviews and other public interactions to make the public aware of the company, product/service and stock symbol.
The above is just a Pre IPO investor introduction to help seasoned investors with their due diligence process and portfolio diversification.
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It’s outside the nature of the strong willed, motivated IPO consultant, global strategist or structuring consultant to give up and through in the towel but sometimes failure is the only option. When you deal with a company, which will represent most of your clientele, that will follow instructions to get from point A to point B you can help them succeed promptly with little resistance and you can optimize their position with relevant ease if you are truly qualified for the contract that you’ve taken on.
But when you step into an organization that at first is motivated and then because hesitant and fights you on the aspects of your solutions that will help them but they need in depth descriptions and conference calls in order to move on one minute detail of the strategy it’s time to step away. Benchmark your fees so you don’t have to negotiate a refund.
Get a small retainer and set up the remaining fees that are bench marked, success first, then payment. This way the worst that could happen is that the company get’s free services and you walk away leaving the company better off than when you started and they have no angle in which to speak maliciously about you.
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If you have a client that brings you on and then fights you for change there is a deeper rooted issue at play. There are psychological elements of insecurity, inferiority, partner disputes, undisclosed debt and other things that are outside of your control so don’t take giving up as failure. Sometimes stepping away is best for the company but only if your billing cycle is as described.
It’s important to leave the company better than it was before your were contracted. Your job as a consultant is about creating value and sometimes creating value is limiting your ability for personal capitalization.
Take it on the chin and move on. There is no shortage of assignments for good consultants in this desolate economic climate.
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The dream of taking one’s company public is all too often unrealized when a shell merger or reverse merger concept is used. I say concept because this describes a general tactic as opposed to a strategy personified by a direct registration or S1 filing.
Shortcuts have no place in a public offering as it lacks the results sought by entrepreneurs and demanded by investors and shareholders. Shells for mergers are typically dogs infested with microscopic flees, the struggle for volume and investor retention is constant and you’ll never have the full legitimacy of an S1 as the previous owners organizational baggage will constantly hinder your development as a public entity as the weight of skeletons in the closet will always outweigh your efforts, thus eliminating the results of IR and other promotional tactics for stock traction in the marketplace.
Going public doesn’t have to be painful, all you need is a game plan and experienced agents working on your behalf. If you’re broke get a loan, don’t attempt a public offering. If your company has a proven concept and solid net revenues then going public may be just the fundraising tool you’ve been looking for.
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You’ll need several things in order to go public properly; the least of these is: an S1 attorney, market maker, investor relations strategist/facilitator, solid board of directors, professional and well pedigreed CEO and CFO (or proven controller) and ongoing consultants for mergers and acquisition identification, research and facilitation (don’t think you can grow your public entity organically).
Sure a legitimate public offering via S1 takes a little longer but it’s required for a viable and prosperous public lifespan. The difference between going public via S1 and Shell Merger is as blatant as marrying the prom queen and marrying a corpse sure a shell has skin and bones but wouldn’t it be great to have a pulse? Don’t sell yourself short. Go public the right way!
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Companies decide to go public for many different reasons: expansion, need for capital, exit strategy, acquisition facilitation, globalization etc. But what are the real advantages to going public? First, let’s go over the disadvantages. Your life becomes an open book and as an executive your spending habits and failures will be a matter of public information with your annual and quarterly filings.
You’ll be accountable to shareholders. You’ll have a board whose main interest is the company and the shareholders no you or your need for a new luxury car, financial bonus or need for a quick loan from the company that was once possible and easy when your company was a sole proprietor entity. You need trading volume and without it your stock is worthless and your company becomes a blind, deaf, mute, quadriplegic (a bit extreme but you get the point).
The advantages are numerous if your company is ready for the public realm. With a solid trading volume, minimal dilution of stock, solid executive management, an active board of directors, powerful strategic alliances and the ongoing advisory of a strategies consultant your company can expand globally, identify and grow through acquisition and subsidiary mergers, purchase entities and services with stock to retain cash flow.
Banks and other institutional lenders will make more funding solutions available. Your exit strategy is built in and turn-key.
The most successful public companies have a few common themes built into their infrastructure. They have recruited a proven and tested CEO, CFO and COO with professional pedigrees and track records that are recognized in the industry and media and will bring with them a strong following of partners and solution mechanisms that will typically yield instantaneous, empirical results on behalf of the company. The board of directors is restructured so that major industry enhancing components are represented such as industry niche legal, financial, distribution, domestic and international. Each of these board members will put their contact portfolio to work for your company for immediate and long term growth and stabilization. One other aspect that all prosperous public entities have is a strategies consultant that keeps everything in line. This individual is also what is referred to as a ‘fixer’.
This professional will typically stand in the background constantly analyzing every aspect of the company for weak points and correct them. Whether it be a lazy board member, potential acquisition, CEO not pulling his/her weight, potential legal issues etc., this strategist has a keen eye and typically a massive contact base that, when put into place can correct virtually any situation quickly and seamlessly.
Going public is a great strategy for the right organization. Having all your ducks in a row pre and post public is the key to a successful offering and public markets longevity.
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categories: Taking Your Company Public,Reverse Merger,S1 Filing,Belvedere Global Strategies Corporation,James Scott,direct filing,s1 registration,taking a company public,take your company public
So, you’re thinking about going public and your company is too small to get an investment banking underwriter so you decide to take the bull by the horns and hire a consultant that can help you with a direct filing. You call the first guy you see advertising on Ad-words, he’s got a nifty site with all the up to date jargon and besides, he’s on the internet, he must be legit!
You call him and he’s gaga over your business. He loves what you do and thinks you’re the tops! Only problem is, you never told him about your business model, annual revenues, infrastructure or anything else that a seasoned facilitator will ask before they talk about anything even remotely close to going public. Before you can ask him questions that may challenge his comprehension of the industry or actual full service capacity, he mentions merging your company into a ‘public shell’ and having a trading symbol ins 3 months.
This statement stops you in your tracks, ’3 months?’ you say in bewildered awe. You’re salivating, begging him to part with more insider information that will help you achieve your goal in a fraction of the time and minimal expense. Then you hear the term ‘Pink Sheets’. I promise you that the next thing to come out of this self-proclaimed guru’s mouth will be a fee structure in the range of $250k to $500k. At this point, you should walk but you’re glued to the phone, your legs are paralyzed and you are about to fall for the biggest scam in the ‘going public’ industry. Get comfortable and buckle in, because this three month ride is going to last for a year before you find that you have inherited a useless shell on the Pinks with a stock value of .00001 cents per share and it will take an investor relations/road show equivalent to an act of God to make this stock even a .02 cent stock with a daily trading volume of, um well, how many shares can your mother buy so you don’t feel too bad?
I got an email from another ‘established’, ‘creme de la creme’ consultant with ’17′ years in the industry and blah, blah, blah. I get spam like this daily, hourly in fact. It only took one phone call to find out that these guys just started out less than three months ago, charged $300k for their Pink Sheet shells and were selling MTN and BG platform scams before that. They had never taken a company public, put a company through an IR strategy, evaluated a corporation for public acceptance as a public company or even heard of a PCAOB audit or S1.
It turns my stomach to think that jerks like this are popping up like hives on a nervous criminal’s neck but hey, live and learn. If you want to go public, look into a solid direct S1 filing, if you are in a rush and are a solid and profitable company, there are ways to merge into a public shell legitimately and have an amazing public existence with absolute profitability, but only chumps pay premium rates for a shell. The key is to sell your story to a ‘real’ consulting or strategies firm that will invest in your company so you don’t have to put up a dime. They will pay all the fees for going public or facilitating a reverse merger into a squeaky clean shell and pound the pavement with you post public to make sure that you’re trading at a steady volume and at the right price per share.
Take Your Company Public with a Direct S1 Filing or Reverse Merger, If you have a profitable company we may fund your IPO or Shell Merger No Upfront Fees
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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