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When companies contact us about going public they will typically start out by saying something like, “I’ve been watching your videos and have been following your company in the media for a while now” or “I’ve been reading your articles about globalization and going public over the past few months and…”. My point in stating the above is this, I’ve never had a company that calls and says, “We were going to get a corporate line of credit but figured we’d go public instead”. Companies that are going about this the right way will have spent time preparing their company to go public and they’ve taken the appropriate initiatives to set up post public finance options, investor relations and other efforts that are conducive to their company performing in the aftermarket.
As an IPO consultant it’s not my job to sell the company on why they should go public. It’s my job to question their motivations and play devil’s advocate to try to test their theories and inject factual information that will either make them more confident with their decision or talk them out of taking this path. Proceed with caution. If you get an IPO facilitation firm on the phone and they are absolutely in love with your company, idea and plans from the onset of the conversation, chances are you’re going to regret it in the end as this consultant has too much time on their hands and sees an easy ‘fee oriented’ target.
Going public is a mutual effort and can only work if both sides are going to make out financially in the end, not upfront. Consultants that charge front heavy fees are typically not going to be around in a stabilization or advisory capacity once you are public which means you’ll almost certainly fail to raise the public capital you’re seeking. Instead, find a consultant that levels out their fee structure with a general retainer fee and most of the compensation on the back end. Retainer fees of $40k to $50k are common among established and legitimate consulting firms. You’ll also have the PCAOB audit which will range from $10k to $30k and the S1 filing and comments fees for legal should be tied into the back end with some general expense compensation during the process. Your market maker attachment and 15c211 filing should also be included in back end equity by the consultant.
As far as equity compensation keep in mind that if a consulting firm wants to take all upfront fees and makes no mention of the post public equity distribution then they are taking you on as a client for the wrong reasons. If they believe in your concept and truly want to get involved to assist you in a well rounded, strategic offering they will insist on an equity stake of 5% to 20% depending on how much pre public structuring and strategies as well as post public work must be done.
In going public your company can become a globalized, stable industry powerhouse but attaching yourself to the wrong facilitator upfront can damn your efforts before they begin. Find a well published, full service consulting firm that will take control of the situation so you can focus on your business and not have to worry about the intricacies that can destroy your offering potential.
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For the economically nave and entrepreneurial utopia seekers, this isn’t an article for you. Press that ‘X’ at the top right side of the computer screen and open up a new browser and go to the official Obama page where you’ll get the lies you need in order to feel like your corporate concepts actually have a place in reality.
For those of us who are more comfortable with the truth and understand that the gentle lapping shore is nothing more than a typhoon of lava spinning uncontrollably around you, keep reading. Every second of ever day there is a new crisis that will come to a head via methods by your opposition that is out of bounce and under the belt. They don’t care about your image damage or crumbling client base due to this blatant ‘lie’ or sucker punch aftermath. Your response should be just as dirty and everlasting.
Never allow an individual, client or competitor to get close enough to where they can engage and initiate an offensive but when it happens, you need to take this ‘tap to the chin’ and respond with a sledgehammer to the skull of the opponent. You will need to pummel them from every angle both personally and professionally.
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The first thing you need to do is downplay the negative publicity issued by this entity in regards to you or your company. For this you need to take every ounce of legitimacy and industry authority and first call it into question by publicizing concepts that will confuse the public as to the company’s ability to follow through with their claims, next inject cancer into the cell that carries the message attached to this company so that every area of coverage that this company has becomes infected with the message that you put out.
Find out, first about the individual that has taken it upon themselves to publicize their negative opinion about your company, next who is his direct management, who is the executive over this management and next who are their most obvious strategic partners and who is their most critical distribution or sales alliance and finally are they public or a private entity.
With the above information you should chart the entity with a plan for annihilation, this offensive must be quick, strategic, planned to the ‘t’ and without mercy. And finally this devastation must be via third party and as public as possible. The best way to get this done is by calling up localized competitors who have been affected by the market presence of this company and organize them as a regional militia that will infiltrate the entity and follow through on your behalf. To get them to the point of action, show them the advantages of owning the regional market share of this target. Offer them economic supplementation for their efforts. Use an outside social media vendor to help this militia gain the regional advantage and distribution mechanism under their name via your social media vendor. You need to stay in control of the social media distribution so that the information release is timed perfectly.
The attach must encompass the individual personally that initiated this process against your company. Every ounce of legitimacy they have must be called into question and then stamped out of existence so that their presence can’t possibly be perpetuated in the industry by getting another position in this particular niche. Then work your way up the management chain, each time mentioning the initiator that put this into motion.
Corporate crisis management is not a defensive but a war strategy offensive. It’s not an act of ‘reaction’ it’s the act of obscene annihilation that is swift, public and a demonstration to others of what will happen if they try to cross you.
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When it’s the right time to go public and you’ve looked at the pros and cons from all angles, it’s time to move forward and structure the company so that you can have a corporation worthy of investment dollars. First look at your company structure.
Do you have a well pedigreed and economically seasoned CEO, CFO and COO? Is your board of directors composed of the best of the best that your industry has to offer? Do you have a secondary board of advisors to pick up the slack where needed? Do you have strategic alliances in place to make expansion easier via distribution access, cross promotion and other necessary processes that you’ll need in a post public setting?
What mechanism will you use to distribute shares for your pre public raise? Is your business plan a powerful, ultra effective strategy or is it a boilerplate template that every funding source has seen a dozen times before?
Next, have you brought on a consultant to analyze your company and check for leaks, perform a valuation and start the process of going public? Don’t be shortsighted by trying to do this on your own or listening to the wrong people. Unless you have a professional onboard to navigate you through the process of preparing and completing the going public process you’ll be doomed from the start.
Don’t look at getting a trading symbol from FINRA as the finish line as this is just the beginning of the battle. You need a presents now more than ever. Your consultant will help you identify PR and expansion worthy mergers and acquisitions while simultaneously strategizing with investor relations agencies for the most impact at the best price.
Going public and achieving a symbol is the beginning of a whole new set of opportunities to grow your company in ways that you could never have imagined but it’s also a massive responsibility that can sink your company faster than quicksand. Be prepared for the process. Hire a consultant and place the best people in positions around you and you’ll be able to move forward with the wind at your back.
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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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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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Click on the TV and you’ll see them, faces like the Joker with ceramic smiles plastered onto their face. Using the name of Jesus and romantic concepts of fighting in wars and existing at deaths door while he fought for his country is the general MO of any politician. But what happens when we enter into the endless tunnels of the rabbit hole where these Jokers exist? Among the cobwebs, rotting carcasses filth is a den where they all congregate. Kissing babies and speaking at the Rotary Club are just strokes of makeup on the faces of these right snatching villains. The reality of how unqualified these professional politicians are should scare the tar out of all of us. Of course we are having issues with our monetary system, the people who are running our government’s finance divisions have a minimal background in the subject. Of course our men and women are dying abroad in wars that we don’t need to be in, the politicians don’t understand what it’s like to lose a child because their kid is in the National Guard on Cape Cod whale watching duty. It’s a joke.
The ones who get hurt the most in our country are the entrepreneurs that keep taking a lickin but keep on tickin, but how long until the prototypical American entrepreneur begins to lose hope and lose steam and one can only tread water for so long before you begin to sink. We have second and third generation wealth in congress and the senate, what do they know about starting a company with blood, sweat and tears only to lose it to a loophole the IRS uses to freeze their assets and steal their business away? FDIC backed banks are just as guilty for the crumbling of our economy. We live in a society whose hierarchy has determined that the best way to keep the population out of politics and blind to the reality of how economically damned we are is to keep us busy working 80 hours per week so that we can’t look up to discover that we’re no longer in the blessed land of our forefathers but we’ve fallen through Hades and into the fiery pit of hell.
Here is a revolutionary idea, actually it’s not so revolutionary at all, quit using elements distributed like free crack by the system. Sure it’s a highly addictive concept, we pay taxes and because we do so we should have access to certain rights, but most Americans are seeing this from the wrong perspective because they are like lambs to the slaughter as they are guided to the conclusions set forth by the establishment and the pawns used to target certain demographics. Here is my not so revolutionary idea, sure, use the system for what you can get out of it, you won’t get much but hey, it’s worth a shot, but instead of waiting on politicians and their backing lap monkeys to come up with strategies to issue loans, kick them to the curb, bring in an aggressive Tea Party player and while they are getting established be part of the transformation of the system by opening up your small and medium size company to public investment.
There is a huge misconception fueled by the governments mastery of overgeneralization that only gargantuan size companies can go public, this is far from the truth. If you have revenues of $500k or more, you can go public on the OTCBB, London and/or Frankfurt exchanges. Stay away from the Pink Sheets as this is not a platform for a company with longevity at the forefront of their mind.
Bring on a consultant who understands scalability and globalization and they will put together a process that will rock your world and fill up your bank account with the cash you need and easy cross collateralization of securities to keep you out of the ‘bank’ business and into the realm of global profitability and industry niche power. Take control of your corporate and economic fate. You deserve it so do your children and employees. Step out of the systematic droning of society and take control. It’s actually quite simple to do.
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The US is a game preserve and the entrepreneur is the endangered species being hunted by political poachers. Don’t expect a solution by government bureaucrats that use band aids intended to provide a temporary and sub-modest patch up, only problem is this band aid is suppose to close up a bazooka shot to the chest so don’t wait on resolutions that will have a lasting effect.
So what is the solution? When a company is fighting for survival who can they turn to? Two groups that will only hang string you up and hang you to dry are politicians and institutional banks. Both of these sectors of industry are parasites who will eat you from the inside out and then transform into maggots to feast on your rotting flesh.
Strange wording for a financial paper but this is reality. So again, who can you turn to for guidance? That answer is both simple and simultaneously complicated as there are multiple sub sectors of finance each with their own good and bad issues.
Seek out a consulting firm that offers turnkey solutions with a contact portfolio that could gag a horse.
To raise money and facilitate quality strategies that will get you from point A to point B a consultant must have contacts with accredited investors, investor relations strategists, market makers, securities attorneys who can bang out 10k and 10q’s as well as constructive counsel for mergers and acquisitions to assist in strategic growth. Your consultant also needs to know where to look and uncover powerful strategic partners that can enhance and induce your company’s expansion efforts.
Many companies are using a regulation d solution also known as a private placement memorandum which uses the SEC loopholes of Reg D 504, 505 and 506 for pre public fundraising and bypass the ‘wild west’ factor of the pink sheets and go to a pre NASDAQ trading platform such as the OTCBB. A solid consultant can complete the task but qualifying them should not constitute drilling them on past transactions and other pointless interrogation tactics as this will only push away the good consultants and bring the scumbags in by the truckload as this type of skepticism is something that the fly-by-nights are comfortable with and use to. Instead ask them for a plan on how they anticipate taking your company from the beginning to fund raising stardom.
Their plan should include corporate structuring and strategies, board of directors selection, advisory board selection, acquisitions strategy, SEC auditor, S1 attorney, market maker for your 15c211 and enough investor relations and corporate publicity to force the continental shelf into movement.
Settle for nothing less than strategic and all inclusive consulting solutions when raising capital and going public or you’ll find yourself in the precarious dilemma of having your public offering piecemealed with no one to hold accountable at the end of the day and believe me, that is the last place you want to be because those companies end up being shelf corporations that are so riddled with holes you can’t even sell them off for a reverse merger.
Get the entire plan from your consultant before signing that contract and moving forward.
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The Catastrophic Annihilation of intellect by ‘no child left behind’ and political correctness make our children sitting ducks to the debilitating and mind numbing triggers of our self proclaimed ‘betters’. Sly as foxes and cunning as the crow your local politicians work hand in hand with the gods and monsters in the imperial system of numbers on a screen (fractional reserve lending). When you take a loan from an institutional lender and sign on the line or when you vote for that regional senator or politician and don’t stay on top of their agenda you are pinning the hands of our children behind their backs and marching them, one after the other, off the cliff to their doom.
I loathe anti-establishment hippies who have a mortgage and credit card with top tier banks, these fraudulent ‘tree huggers for hire’ are a major reason we are in this mess. Outwardly they act as if they despise the establishment yet behind closed doors they enable a system that desecrates on the souls of our youth.
To be able to change the system, one must first become part of the system. The problem with blending into the system with intent to change things is that most aren’t strong enough to turn a blind eye to the corruption that absolute power brings.
It’s common knowledge that politicians philander and survive on the take of corruption. They kiss babies, take their picture with supporters but behind closed doors their vampire traits come to the surface as these behind closed doors agendas strip the rights of the people of this country but you just stand there and do nothing. Sign on the dotted line, get that loan for your business and hang our children up to dry, it’s all so easy. Here is an idea, take the power from the politicians and crooked institutional bloodsuckers and take the fate of your company in your own hands. If you have a real viable business offer it up to the people.
I am forever ringing this bell and standing on the soapbox screaming this concept to whoever will listen, “You, reader, do not need a bank to fund your company”. What is it about this concept that you don’t understand. I’m not telling you to lobby venture capital firms that would demand a pound of flesh for every dollar they put into your company. There is a much easier way. You have, at your disposal two concepts that can transform your world in an instant while building massive wealth for your children: Private Placement Memorandums and Over The Counter Bulletin Boards.
A PPM allows you to stay within SEC guidelines while selling an equity interest in your company to investors for cash and services. You would be shocked at how effective this process can be for raising capital. But take it one step forward. You’ve raised money to expand your business now stabilize your corporation by going public on the OTCBB. Hire a consultant who can structure your company properly in a way that is conducive to attracting serious investors pre public.
Pay close attention to your board of directors, advisory board, C level executive pedigree and last but not least have an investor relations strategy in place that could choke a horse! Publicity, press releases, stock alerts, radio expert panel interviews and more. Plaster the bulletin board market with your message but be sure to stay within promotion compliance. Do this and you will tear the keys that hold your future from the rusty poisonous talons of bankers and do nothing politicians and you’ll place the keys of prosperity and financial freedom to those who deserve it; you, your family and your employees and of course the investors that helped you get there.
Tell your local politician and banker to take a hike, seek Christ and repent and whenever you vote for a political scumbag in the future, hold them to every word and call them on every lie and make it as public as possible! I will now step off my soapbox.
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Think back to when you were a child and your imagination was developing? You’d hear a bump from your closet or your eyes would play tricks on you as you swore you could see something slithering under your bed when the hallway light was turned off or when you’d creep, with back to the wall to the bathroom in the middle of the night and you could feel the energy of something staring at you from the opposite end of the hall’s expanse, you look up and sure enough you’d see a cast shadow made visible by the glow of a full moon peering through the window.
These recollections make us laugh as we mature and realize that is a perfectly straight forward reason for that shadow or rattling pipe etc. But this day in age it’s no longer the spooky ‘Scooby Doo’ style ghosts and goblins that haunt the dreams of our children. Instead, it’s the reality of state Marshals and Cops breaking into their home in the middle of the night to enforce a foreclosure eviction or a politician signing a bill that will strip them of their rights or the reality that when they get out of college they will immediately have a multi trillion dollar bill to pay because of today’s liberal welfare and social security misspending by politician snakes that slither around their room at night just waiting for the right time, when their guard is down, to strike.
The nightmare for our children is no longer a figment of an overgrown imagination. It’s all too real. How can we bring that innocence back into the dream space of our youth? For starters, take control of your career, step away from large corporations and get involved with the entrepreneurial small and medium size businesses in strong growth industry such as: alternative energy, technology, global distribution facilitation etc. If you are a business owner, don’t hook up an IV to the arm of your infant and sell your soul to the devil by taking a loan to grow your business. Institutional lenders backed by crooked and unqualified politicians will see to it that your company can not meet the terms and your business expansion loan will go delinquent and the IV will star sucking the life out of your offspring and all the gifts of a profitable company yielding a good college education, comfortable transition from university into a career, help with a down payment on a home and other competitive advantages that you want to provide and that your children deserve will go up in smoke while the fat cat politicians and institutional lenders laugh at you and move on to the next easy prey.
Marine Electronic Products by Northstar is another great article.
Stop and think before you fill out that bank loan application. Don’t put up your home as collateral for a business loan. Don’t take away from your children what should be theirs. Instead, do what the wealthy do, grow your company by creating opportunity for others to make money off of your business concept and track record. Even if you’re a small business making $2M per year, you can take your company public on the OTCBB. The OTCBB (Over The Counter Bulletin Board) is the spring board toward the possibility of a NASDAQ qualification but not necessarily a mandatory move to grow your company. The OTCBB is a trusted, solid exchange with respectable and consistent trading volume where you have access to all the growth capabilities of the industry big boys. You can cross collateralize your securities so you don’t have to personally sign for loans, you can purchase companies to grow quickly using your stock as currency. Bring on prize executives to help you grow your company by offering them stock in the company as they reach certain benchmark goals.
Step away from government lies that will damage the future of your children and banking contracts that will almost surely crucify your company as it’s slowly sucked into Hades like a diamond sinking into a bubbling tar pit. Take your company public and take advantage of the massive success that you truly deserve.
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