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Becoming a publicly traded company is an exciting and rewarding experience. The following sets forth the method, steps, fees and estimated timetable to go public on the OTC Bulletin Board (OTCBB) ‘from scratch’, or through a self-filing and discusses the 1934 Exchange Act responsibilities after a company’s registration statement has gone effective (after the company has become publicly traded):

Prior to filing the registration statement, a company that wishes to go public must first obtain an audit of the Company’s financial statements for the past two fiscal years. For most companies, the financial audit can be completed in about a month and costs typically range between $5,000 and $25,000, depending on the complexity of the company financials.

A public company will also need shareholders. To that end, if additional shareholders are needed, the company going public will need to complete a self-underwritten Regulation D, Rule 506 offering in which the company sells shares of its stock to investors for real consideration. This is not a difficult task, so long as you have a properly prepared private placement memorandum (PPM) and you follow the relatively simple rules of Rule 506. The price per share and number of shares offered can be determined by the Company, but most registered broker-dealers that will eventually submit a Form 211 for an OTC Bulletin Board quotation prefer to have a minimum of 400,000 shares distributed among the investors.

In addition to the minimum number of shareholders requirement, a company must have free-trading shares, called the ‘float’, in order to go public. Upon completion of the private offering and the financial audit for the prior two fiscal years, an S-1 Registration Statement must be filed with the Securities and Exchange Commission (“SEC”) to register the shares sold in the private placement, thus creating the free trading shares. The completion of the S-1 process with the SEC will make the Company a 1934 Exchange Act reporting company, which is required in order to obtain a quotation on the OTC Bulletin Board. The SEC will review the S-1 and provide comments within 30 days from the filing date. Comments from the SEC typically relate to the terms of the offering, the Company’s business and its financial statements. It usually takes between 2 to 3 months for the SEC to approve a registration statement on Form S-1 and for the S-1 to become effective. However, the actual amount of time will depend on the level of review and number of comments given by the SEC and the corresponding response time by the Company in filing its amendments.

Shortly after filing the S-1 registration statement with the SEC, a market maker must be ‘engaged’ to file a Form 211 application with FINRA for the purposes of obtaining a quotation of its common shares on the OTC Bulletin Board. It is important to note that market makers cannot receive compensation for making a market in a stock, thus typically you must have connections to accomplish this. The timetable for approval of the Form 211 process is approximately 3 weeks to 5 weeks. However, the Form 211 will not be approved until the S-1 is approved by the SEC since the approval of the S-1 provides the “free trading” shares necessary to obtain the OTC Bulletin Board quotation.

The completion of the entire process to become a public company typically takes approximately 3 to 4 months from completion of the private offering and financial audit, however, the actual time could vary based on the factors discussed herein. If done right, with planning, hard work, the proper foresight, and a good firm guiding you through the process, going public is a truly exciting and rewarding experience.

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With legions of halfwit, template loving business plan wannabe writers polluting the web it’s no mystery that companies are having a tough time getting funding. It use to be that when a company was ready to get down to business for serious expansion they would call a consultant that would help them bring all the pieces together in a strategic fashion and then this consultant would take their extended industry knowledge in combination with the unique concepts of the client’s business and he would author a business plan.

This business plan would include everything that the venture capital firms, angel investors, private investors and institutional lenders would need in order to make a quick, no nonsense decision about whether to fund the company and how much equity they would get in return.

Today with the cancerous cloud of predatory consultants seeking out startup business prey to suck dry that businesses are too broke and exhausted to move forward with a solid consultant after they have been through the costly obstacle course and fun house of mirrors set up by wannabe consultants who reel in their prey with a few big words and industry terms and at the end of the day, they are going to put your business plan together with some cracked template software that spits out overly generalized business plans that receive laughs and snickers before being tossed in the trash by investors and venture capital firms.

If you want a real business plan, call a consultant that is completely submerged in the venture capital industry and has experience with plugging businesses into the capital machine. An consultant will first give you a consultation so he can assist in any corporate structuring or turnaround issues that need attention before the business plan is together. After the company’s structure is complete with executives, solid management, strategic partners, advisory board and board of directors, there is still one more thing to do before the business plan. You must decide what mechanism you’re going to use to raise capital. Are you seeking debt or equity investment or both, how much equity you will give away for the amount of cash you’re seeking. How many shares does your corporation currently have and so on. You’ll most likely need to put together a private placement or consider taking your company public on the otcbb. After all this is done then it’s time to write the business plan.

Don’t shoot yourself in the foot, don’t write the business plan yourself, when you’ve found a consultant, here are the topics that should be covered in the business plan (this knowledge will help you audit their work before you even hire them). The table of contents should read, at a minimum, like this: executive summary with objectives, keys to success and strategic advantages; Market, Market: Growth and Development Analysis with Industry Analysis and Location Based Services; Current company position with Company overview and vision, key successes to date, technical achievements and commercial position, include info about your technology platform. Talk about your management team, product and services offering, competition, market entry/ Five Forces Analysis, barriers to market entry, comparable business model, target market needs, target market characteristics, market demand drivers, PEST analysis, SWOT analysis, marketing implementation and strategy overview and tactical components, process development map, financial model and projections.

There you have it, the process to follow before the business plan is written and the concepts to be covered in the business plan so that you get the attention you need from investors and the money you deserve for your business.

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

If your company is about to start taking steps for a public offering you will most likely want to bring in employees that will help season your business plan and private placement memorandum for your initial rounds of capital. The human resources section of your PPM is crucial and on your business plan your ‘key executives’ portion is critical.

You must be able to justify, many times over, the reason for the existence of this executive in your business. Let’s start with pedigree: This employee must have a traceable track record of success working with similar corporations at the same stage your company is in now, they must be able to prove that they played a key role in their previous employers growth. Next their education; if we lived in a perfect world, college education wouldn’t matter but in the mind of the investor, a university level education is a period of maturing and intellectually achieving the capacity to translate ideas into empirical strategies.

Your employees must have a 4 year degree if they are acting as anything other than administrative support. Community colleges and associates degrees don’t count and it’s better not to include these individuals as key players in your business model as it could bring into question your qualifications to run the company. The employee must also have a portfolio of ongoing education certifications and/or certificates of program completion. A university education is one thing but continuous professional growth is another element that is crucial to demonstrating an individual’s desire to stay on top of growing trends and contribute to their employers overall strategy.

Now, for the most important part; your executive must have a strong portfolio of industry specific contacts that will contribute to setting up and maintaining strategic alliances and partnerships on behalf of your company.

At corporate meetings, after you go over the plan for the day or the week you need to be able to assign each of your executives goals for setting up quality and qualified partnerships that enhance distribution, intellectual capital, publicity exposure etc. Without a powerful contact base one goes from being a excellent executive with VP level horizons to a general employee that needs to be micromanaged by a management team member.

Look at each executive in your company as a light bulb on a Christmas tree. When you roll out your small or medium size business to raise capital you want your tree blazing with blinding lights making you stand out in your industry.

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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!

How To Find All The Angel Investors And Venture Capital Financing You’ll Ever Need! The once definitive line that would separate hard money and private/angel financing has merged into a hybrid of sorts in the past few years. As the economy has taken a dive and structured private lending firms have felt the crunch we are finding many of these lending solutions closing its doors and re-opening as privately owned and managed funding options with an interest in both lending and seed investment.

Approval decisions that were once made by a group are not being made by an individual or duo with an eye toward optimal capitalization with both short term and long term agendas. As investors are, now more than ever, trying to get as much bang out of their buck, entrepreneurs are in the precarious position of accepting funding from virtually any and every enterprise that is making an offering. That said, it is more important now than ever to swing open your mind to the possibilities of mass exposure of your opportunity to the investment world.

The best way to do this is to simply put your business in constant and automated ‘introduction’ mode so that you can be found by the moneymen. The best way to do this is to heavily investigate the venture capital industry for executives who have created offshoot programs that have deviated their process from the traditional path of simply approving or declining a transaction.

There are many VC professionals who want to capitalize off of the projects that their firm cannot accept due to underwriting criteria and industrial genre specialization so they are starting these small but well managed financial source databases where members can place their transaction directly in front of thousands upon thousands of angel investors, private investors, hard money lenders, venture capital firms, private equity firms and other alternative finance solutions.

These websites are now the hottest thing in the capital markets and will continue to grow because of the high success rate of individual executives and entrepreneurs who are able to find multiple streams of financing options with the click of a button.

Do You Need Financing For Your Business? Do You Need Angel Investors, Private Investors or Venture Capital, then visit Angel Funding Project’s site and find the best Business Funding Sources In The Industry.

So many companies dream of going public to raise massive amounts of capital, as set up for an exit strategy, to make acquisitions with stock and for many other reasons. While your intentions may be pure and with genuine motives, you’re entering shark infested waters of boiler rooms, crooked attorneys and underbelly consultants who have made careers off of taking well intentioned executives just like you for a 24 month rollercoaster ride while they take every penny you have as your company shrivels up like week old road kill.

Just and honest consultants in the ‘public offering’ industry are as rare as the illusive white elephant. This industry exists in a cesspool surrounded by rose gardens; from afar it looks amazing and an image of a dreamland but get up and close and the sludge and odor are enough to make you run and hide. So what do you look for in a consultant? The best consulting firms are the ’boutique firms’ with minimal overhead that keep a low profile and are made up of 3 or 4 ‘partner’ consultants.

These firms typically have the experience of working with the large consulting groups but for one reason or another have decided to leave and go out on their own. The great thing is, these small groups typically have massive contacts and process your entire public offering in-house. Offering a complete turn-key solution that is managed in-house offers a huge advantage because there is accountability and you can actually build a relationship with the people that are making your dream of a public offering come true.

These ’boutique’ consultants will usually stay onboard as growth consultants for the life of the company in exchange for modest fees and a pre-IPO or pre-OTCBB equity position. The large firms will hack you out at the knees and gouge you with fees while they take massive amounts of equity in your company which takes away your bartering chip when you need to offer more stock to the public to raise capital.

The small firms will also work one on one with you to show you how to use your stock to grow through acquisition and other nifty ways to use stock to grow. Seek out the boutique consulting firm and save the attorney for spot audits. Hold on to your cash. Why pay outrageous fees to lawyers when you can pay 60% less with a small consulting firm that will add all the bells and whistles for free and actually get your stock trading, usually in half the time?

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

Easily Find And Secure: Angel Investors, Private Investors, Institutional Investors And More! Raising capital for a start-up, corporation in expansion mode or a company in virtually any position presents it’s challenges and roadblocks. There has been no period in recent history that can simulate the difficulties that current entrepreneurs and executives are having when trying to achieve the procurement of venture capital. The standards have become more stringent and the cross-collateralization of personal and corporate assets as security for loans has virtually become a mandatory prerequisite for any type of funding, equity or loan based.

When initiating the process of raising capital one should take into consideration the use of a combination of funding options such as but not limited to: traditional venture capital, bank institutional, institutional equity investment, hedge fund lenders, private money lending, angel equity and loan investment, a private placement memorandum as the mechanism for raising capital distributed in shares, international equity based funding, the reality of taking your small business public on the OTCBB and many other concepts of capital raising that can be placed into a simultaneous strategy.

It’s a common mistake among entrepreneurs and executives to place all of their attention and time into one singular aspect of the above funding concepts. Instead, you should pick a multi pronged approach and go after multiple genres of financing for your business. Some avenues will yield success, some will not but you are more likely to achieve incremental funding successes as oppose to one gargantuan, be all and end all finance victory.

To achieve funding you’ll need to be able to contact multiple finance sources to start the ball rolling. Find online membership database sites that are owned and operated by professionals in the venture capital industry.

There is a big difference between a generalized database of possible lenders and a strategic database of success driven finance solutions. Find the most cutting edge, full range database on the web and join them.

Do You Need Financing For Your Business? Do You Need Angel Investors, Private Investors or Venture Capital, then visit Angel Funding Project’s site and find the best Business Funding Sources In The Industry.

Most companies who are on the venture capital trail are not set up properly to attract investors. When an investor looks at your business plan and private placement memorandum they are looking for certain things. Of course funding sources look for the obvious, a solid business model, positive cash flow, industry genre with solid future growth, recession proof business (if there even is such a thing) and minimal debt.

Countless companies are turned down for funding because they lack the basics such as: an advisory board, board of directors, solid executive staff with a well groomed pedigree, reasonable share price, business plan and PPM that spell out the risks for the investor and an original marketing strategy that covers all the angles. These are just a few of the most common mistakes that companies make out of naivety and by not taking the time to hire an expert to properly structure them to make the entity appeal to investors.

Seasoned expansion and turn-around consultants can step into a company and immediately zone in on the issues that will hinder a client’s investment magnetism. Often times it only takes 2 to 3 weeks to completely reorganize a company to make it stand out like a beacon in the turbulent finance industry. If you are seriously considering the idea of raising capital with a private placement memorandum, traditional institutional loans, venture capital or a public offering don’t be penny wise and dollar foolish.

Spend some money and hire a consultant who is completely submerged in the finance industry to take control of the elements of your corporation that are seen as ‘black eyes’ to investors so that you can achieve the capital you’re seeking.

The reality is, raising capital for your company is easy and straight forward if you’ve taken the time to examine your business objectively and sought out the expert analysis of an industry expert consultant who will run your company through a formula and make the necessary changes to increase your ability to raise capital.

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

Whether you’re trying to raise debt or equity capital there are still certain unwritten rules that apply that cater to the mentality of today’s investor and funding community. Certainly there are scores of private placement memorandum and business plan chop shops that wouldn’t know how to properly consult with your company or write a fundable document even if they wanted to but they will gladly take your money to throw together a template and try to pass it off as custom work.

The issue is this, it’s not necessarily the consultant, though these fly-by-nights shoulder a large portion of the blame, but the client usually doesn’t even have the proper structure in place to attract a funding source even if they had the most incredible PPM and business ever to hit the venture capital marketplace. Here is a simple (very basic) way to evaluate your company to find out if you are properly structured to attract capital. Have a corporate meeting and ask yourselves the following questions: What type of corporate structure do you have and why did you choose that particular structure? Break down your executive infrastructure, where do your individual executives stand in your industry, do the unthinkable, Google everyone’s names; are the people running your company real industry players? Are all the basic positions accounted for (president, CFO, controller etc)? Next, look at your advisory board and board of directors. If by some miraculous act of God you actually have these two groups represented in your company, how did you qualify them? Sorry but if you have an attorney on your board because he’s, um…well, an attorney, that’s not good enough.

You need an industry specific legal guru who not only spells out the intricacies of your business genre’s regulation but they must also be actively qualifying potential strategic partnerships as alliances for your company. He should be reaching into his client base and actively picking companies that could enhance your company in distribution or in any other way that will have a profitable outcome for all involved. Each of the members must be serving a similar purpose.

Next, on what criteria are you basing your share price or loan amount? If you don’t have a clear cut ‘use of proceeds’ model, you need one. This and many, many other questions need to be asked before you are actually ready to raise capital and in all reality, until your corporate structure is in place you shouldn’t even attempt to write a business plan or a private placement memorandum. If you are serious about setting up your company to attract investors you need a turnaround consultant, you can’t do this on your own. There is an entire industry that centers around structuring companies for their first and ongoing capital raise.

Before you blackball your company by prematurely attempting to raise capital, the critical concepts you need to keep in mind are (precisely in this order): corporate structure, infrastructure, advisory board, board of directors, use of proceeds, business plan, private placement memorandum, investor finder, funding. Look at each aspect listed here as its own item, break it down and analyze every minute aspect of each element and look at everything objectively and eventually your company will evolve into a structure that is fundable and stabilized for years to come.

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

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

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

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

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

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

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

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