Author Archive for James Scott

Take Your Company Public: Disclosure Obligations

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James Scott
on March 7, 2010
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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!

Take My Company Public: How To Get The Power You Need Fast!

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

Take Your Business Public: How To Have Investors Begging To Invest!

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James Scott
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Take Your Company Public: Have Investors Begging To Invest! As the economy worsens and banks continue to crash and the US dollar is losing its place as the world currency American entrepreneurs need alternative funding solutions that cater to ongoing capital needs that take advantage of the international finance stage as opposed to domestic institutional lenders.

Many companies, for the first time, are considering going public as a viable option but where does one start on this trek? How much does it cost? What type of lawyer and consultants do I need? Who sells my stock? Etc.

The reality is, going public is fairly straight forward if you have a product or service that lends itself to an invest-able option to global financiers. The process of a start-up or small/medium size business going public usually begins with the basic business plan (50 to 100+ pages in length) and a Private Placement Memorandum (Regulation D Rule Exemptions 504, 505 or 506).

The company would then do an initial round of funding with accredited investors with a mini/maxi built into the offering circular that makes it possible to reach a simple benchmark that would allow the company to start using the investment cash for growth via public offering using OTCBB (over the counter bulletin boards); this is the quickest and cheapest way to go public being that 99.9% of companies don’t have the liquidity and time in business to qualify for an IPO. There are several things that a company can do to make your capital raise a pleasure and not a nightmare. Start with a solid market maker that will commit to putting forth a dominating effort to sell your shares. The next thing you need to do is put a face and a voice to the company. Hire a publicist and pick an executive, usually the CEO or CFO, set up, daily interviews on radio and TV to promote the company and as you do this you will begin to see instant results. Another thing is to send out articles and press releases focusing on every single positive point, contract and strategic partners, feed that publicity machine. Branding is another powerful aspect to raising capital. Make your brand and image something that people see on online and in magazines. A solid publicist will do wonders for you. Get your press releases going on the wire to broker dealers and market makers and other stock promoters.

Fund raising has been complicated by unethical companies that are looking to create capitalization angles for themselves whether they are the business raising capital or the broker dealer buying and selling their stock. Done honestly, there is no reason a company with a viable business concept can’t be successful in raising capital quickly and easily being sold on the public market.

Take Your Company Public, the easy way Call Princeton Corporate Solutions at 267-233-0183 PPM, OTCBB or IPO fund raising is easy with the right consultant.

Seller Shareholder Offering: Seed Capital Investments Will Change Your Life!

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James Scott
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Everyone has heard about a friend of a friend who knew a guy that had a sister who got involved with a company just before they went public, made a small seed investment and when the company went public she made millions.

Real Pre - Public investments in companies that are built to last with solid executive management and board of directors all wrapped in a industry that can still flourish in a recession are extremely difficult to find and impossible to be part of unless you are ‘in the know’, meaning you are the auditing or contract attorney for the company filing with the SEC, the accounting firm doing the third party audit, the consulting firm who is putting together the corporate strategies for the company or the investor relations industry that is gearing up for the publicity and promotions campaign to run in a post offering environment.

Typically the invitation to invest in a pre-public company comes in the form of a Direct Public Offering after the company is divided into shares with a private placement memorandum and before the third party audit and before and during the comments stage of the S1 filing. If you are fortunate enough to invest in a company with the above description you will most likely being offered deeply discounted stock (cheaper than what will be offered in the public market) which means you will (if the offering goes as planned) increase your initial investment amount by 200+ percent.

This is not at all a rare instance. Getting invited to invest in the pre-public, seed capital stage is actually quite simple if you know who to talk to. The best companies to become aligned with are ‘go public’ facilitation consultants and corporate turnaround consultants. These groups take companies public for a living and can usually plug you right in when the company is qualifying with the SEC and needs to have 40 investors on the book to qualify to go public (on the OTCBB). Simply contact the company and they will typically give you a quick information form to fill out to collect your name, phone, investment history and investment threshold.

It’s a fact, once you started investing in solid pre-IPO stock investments, you will dump your broker and never buy stock the traditional way again. Now get out there and experience the power of seed capital investment!

For Corporate Consulting or Invest Seed Capital In Pre-IPO Companies, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

Invest In Pre-IPO Companies and Make Fast Profits

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James Scott
on March 3, 2010
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Investors, are you tired of running into dead ends when it comes to trying to get brokers and lawyers to give you real, honest hot tips on that next big IPO where you can double or triple your money quickly with minimal risk? Are you tired of having to be the last to know about opportunities that you could have made a killing with but no one gave you this insider information?

What if I told you there was a way to come out on top virtually every time you made an investment regardless of whether the stock market is up, down or sideways? How would you like to be a “seed” investor in a new fully reporting publicly traded company on the Over the Counter Bulletin Board (OTCBB) at a discount to the market? How would you like to have “liquidity” in your investment? How would you like to have a built in “exit strategy”? How would you like to have an opportunity to spread your risks among three or four promising opportunities rather than one?

Here is how this can be done. Skip the clich route of getting investment tidbits from your broker; it’s rare that they actually have specific details about these hush, hush scenarios and most likely couldn’t put you in touch with the executives of the pre-public structure which is obviously a mandatory prerequisite for investing seed capital in these companies. Your best bet is to find a consultant or consulting firm who specializes in complete facilitation of going public. Chances are, at any given time they’ll have 5 to 10 different companies who are only a few weeks or months away from trading and are offering stock at a substantial discount to the public in exchange for that seed capital. Contacts in this business are crucial.

Many times they will allow you to invest for no other reason other than they are trying to meet the 40 investor minimum qualification by the SEC to go public.

Many times you can put as little as $5,000 to $10,000 into the company as seed capital and when the company is public your investment skyrockets. So the moral of this story is, team up with a good ‘go public’ consultant. Be serious when you’re talking to them and be ready to show some sort of proof of funds as these consultants get this type of inquire many times daily but if you are a serious investor and low maintenance, these consultants will most likely hand you a stack of some of the most valuable investment material you’ve ever held in your hands. Each page will have descriptions of the next big thing in the technology, biotech, alternative energy, natural fuels industries and each document offers an opportunity and each opportunity is usually worth its weight in gold, literally.

For Corporate Consulting or Invest Seed Capital In Pre-IPO Companies, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!

Raise Capital: PIPE, DPO, PPM, OTCBB, Pink Sheets or Reverse Mergers

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James Scott
on March 3, 2010
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There are many ways to use capital without using bank loans, lines of credit and other shady methods like shelf corps and bogus platform scams. If you are truly trying to raise capital for your company here are some simple breakdowns of your options with a quick definition for each one:

 PIPE: Private Investment In Public Equity this is used primarily by mutual funds and private investment firms where they buy discount stock in order to raise capital, there are two types of PIPEs traditional where common and preferred stock is issued at a set cap to raise money for the issuer and a structured pipe issues convertible debt.

 DPO: Direct Public Offering is when you sell equity shares directly to customers, suppliers and employees.

 PPM: Private Placement Memorandum is also known as an offering memorandum takes advantage of Regulation D rule exemptions 504, 505 and 506. This process came into existence with the’33 securities act and popularized in the late’80s, companies can raise money from the public via private placement; there is virtually zero interaction with the SEC after you file form d as long as you stay legal. (most popular form of fund raising).

 IPO: Initial Public Offering: extremely expensive, need SOX 404 audits, must have board of directors, quarterly financial reports to shareholders, report heavily to the SEC and 1 out of every 1000 companies that want an IPO actually qualify. I love participating in these but most companies just can’t qualify for one reason or the other.

 OTCBB: Over the Counter Bulletin Board is an electronic quote system that is the next best thing if you can’t go public via ipo, there is minimal red tape to startups and small businesses and is legitimized by the stringent ongoing reports to the SEC which keeps investor confidence high (these are extremely solid and I suggest this structure to companies when I am hired by their company or legal team as a consultant as a fast, easy way to raise big capital from the public otc)

 Pink Sheet: you can look at pink sheets as the Burger King, while the OTCBB is McDonalds, they are competing otc mechanisms. Pinks sheets are commonly referred to as penny stock and notorious for ‘pump em’ and dump em’ controversies and a lot of crooked people are involved with this platform. This is not a long term process that will allow one’s company to grow, pink sheets companies are typically short lived but it is cheap to set up but not a professional structure that could be upgraded in time to an IPO.

 Reverse Merger: a group funds the filing and creation of a public shell, they then sell that shell to a company that wants to go public, the established company merges it’s entity into the public shell. The sellers retain around 30% equity after they charge an upfront fee of 300k to 1m. 99% of reverse mergers are successful with the merger, but unsuccessful to bring them to trade and the entity basically just fizzles out.

Taking your company public is actually quite simple and inexpensive when you have the right consultant putting the structure together for you. There are countless ways to raise capital quickly and easily. It’s important that you understand your options before you waste time entering into the red tape infested banking system for a loan.

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

Investor Finders: Don’t Try To Raise Capital Without One

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James Scott
on March 3, 2010
in Internet Marketing
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If you own or run a company that is trying to raise capital in the current economic conditions you’ve undoubtedly been challenged by the limited funds available. Investors are more difficult to find and the individuals that are actually willing to part with their cash are even tougher to find. You’ve talked to friends, family members, your cpa and your attorney but trying to get them to invest is like drawing blood from a stone, it’s just not happening.

There is an easier way. Most broker dealers and market makers have an emergency number in their Rolodex that reads “Investor Finder”, these specialist consultants are brought in when there is nowhere else to turn for cash. A true Investor Finder has 1,000’s of investor contacts that they can call on to get funding for their clients and are constantly using online viral strategies to attract more investors to their database.

An investor finder usually is not a licensed securities broker/agent or attorney; instead they are traditionally consultants that are active in the investment banking facilitation aspect of the industry. Being that they are not licensed they do not accept equity payments or percentages; instead they work on a flat fee basis.

A good consultant in this genre can bring in 30 to 70 real investors per day and it’s up to the client to sell the opportunity from there. A typical lead from an investor finder will be an investor or investment firm that is responding to the consultant’s opportunity introduction email or snail mail mailing, they have read about the opportunity and they respond one of two ways, either they are calling into a phone room to be screened and qualified or they are contacting the client directly.

Many times the investor doesn’t know that they are part of the “finder’s” database but do recall signing up to receive investment opportunity updates, so either way the investor is solid and active. If you are trying to raise capital and need real results quickly and can’t afford to waste time begging for cash, you need to seek out a qualified Investor Finder consultant and make your fund-raising efforts fast and easy.

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

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