The first problem is the most companies will first write a business plan and cheap PPM and look for a capital solutions last, when strategically speaking, one should first find a full service solution who has a database of investors ready to fund properly structured corporations with well authored business plans and private placement memos. After you find a company that has a ready network of seasoned investors you will often find that this firm will also structure your business and documents so that you are able to attract the attention of these investors. Next, don’t make the mistake of hiring just anybody to write your biz plan. You need to find a professional author who is well rooted in the art of technical writing and has a solid comprehension of your industry.

Now it’s time to write the PPM. Here is a warning that will most likely go in one ear and out the other but you must never choose the cheapest service for your PPM you will regret it and this is a guarantee. Investors see these documents all day everyday and they know a template when they see it. Don’t believe for a second that you will get a viable private placement memo that will actually achieve funding for anything less than $3,000; it’s just not going to happen. There is too much work involved in putting a fund-able strategy together and you’ll never find an experienced firm to do it for cheap.

The moral of the story is to first find an investor finder solution with a solid network of investors, second have this company write your business plan and private placement memorandum to fit the needs of their investor base and lastly, talk to this consultant about helping you perform a DPO (Direct Public Offering) to their group. This is what separates the men from the boys in the venture capital consulting industry.

Legitimate consultants who stand behind their work will take your PPM directly to their investor base and help you raise capital quickly. In return for this service the company may want a modest equity position in addition to their fee but it is always worth it and typically they will take the final step and have their investors pay to take your company public. This is the ultimate for any company that is seeking a long term funding solution.

Remember the order: 1. Find an investor finder 2. Have that company write your biz plan and PPM 3. Convince the firm to perform a DPO for fast funding 4. Offer some equity to sweeten the pot so that they take you public!

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Here is the reality. When you are investigating the industry to find a consulting firm to work with to facilitate your ‘go public’ process, the first thing you need to do is make sure you are hiring a ‘turn-key’ solutions consulting group; meaning they need to offer everything soup to nuts in house because the second your consultant outsources anything, accountability is lost.

Next, on the issue of paying fees and also giving up equity, it should be either or, not both. If a company tells you that they want you to pay them in both upfront fees and in equity, you should laugh and walk away. In actuality the best deals for the client are those that are simply fee based, not equity based.

It’s better to pay 100k in a few easy installments than to pay millions in stock that will only be liquidated after the IPO which will completely obliterate your stock price and almost certainly ruin your company’s chances of success. It baffles me to see the scenarios that uninformed company owners accept. Currently there is a company that is promoting all over Google Adwords that they will take your company public for $25k and after a month of talking to the company, when you finally agree to use them they break the bad news that they are not going to charge you $25k or anything even close to that, they are, in fact, going to charge you $125k upfront, plus $10k to $20k for your initial SEC audit and on top of all of that they are going to take 30% of your company! It’s shocking but this group of consultants, because of their extensive advertising, has no problem bringing in clients and turning the tables on them at the last minute and sadly, because the client is uninformed, they accept the contract and pay the fees.

If you are going to give up any amount of equity in exchange for the process of going public, it should be with a licensed broker dealer and there should be zero out of pocket expenses from you. Your broker dealer should pay for the SEC audit, S-1 filing, SEC approval, FINRA approval, Symbol achievement and ongoing investor relations to keep your stock price solid. Unless your broker dealer is doing all of this, you need to find a new, full service broker.

Keep in mind, each consulting firm you talk to will give you a million reasons as to why their fee structure and process is the best but here are some comparable facts so that you can make the right decision on how to proceed. First of all, if you get an emotional consultant that acts like he is excited about your project and ‘can’t wait to get started’ this is bogus and you should walk away. The best consultants keep clients at arm’s length and never get emotional because it clouds the process and makes them ineffective. Besides, if they are acting so excited about your company it’s probably because they are trying to convince you of their legitimacy that won’t stand on its own merit.

Next you want to make sure that you are getting a quote on your specific company type which includes at a minimum: corporate structuring, strategic alliance facilitation, board of directors evaluation, business plan authoring built for IPO, investor finder service, SEC audit (the should be able to give you a general idea of the cost of the audit and have a company that you can use as most consultants don’t employ an auditor on staff), S-1 filing, SEC approval, FINRA approval, symbol achievement, market maker or broker dealer relationship/contract setup and investor relations for long term success.

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First and foremost, executives must understand the idea of power. There are certain unbreakable laws necessary for the ascension of professionals to positions of influence and power within an organization or industry. Here are a few of the concepts applied by serious corporate strategies consultants that are mandatory prerequisites for the rise and maintenance of power in the corporate world.

The individual seeking to take a position of power must possess the ability to customize and facilitate a turn-key solution to transform the fate of a crumbling company. They must have the ability to construct an infrastructure that perpetuates growth and stimulates longevity and stability. Power, in a corporate sense, is purely economic without excuses of any kind that is driven by greed, self assured stamina and the inability to accept anything but a number one position in their specific industry genre.

The ability of an individual to prompt a capable executive group to ‘die hard’ action and a no holds barred mentality is what will save a company from being a statistic. The unrelenting passion to win and the tactical action of this executive to strap the burdens of a company and its employees to his back and take responsibility for all that is to come, good and bad, to absorb the stress, anguish and deprivation of sleep due to mission focus are characteristics of a leader that will step into any company in any situation and deliver them from failure to profitability and growth.

This individual will assimilate into a battle while forcing the war to transfer its current to his terms. He can break through industrial and bureaucratic chaos and capture the essence of the obstacle and create multiple synergetic strategies to inject the corporate growth engine with rocket fuel. An executive primed for corporate power wears a velvet glove over an iron fist and is quiet and calm yet calculating in demeanor. He can step into negotiations composed and cool while simultaneously eying up the jugular of everyone in the room, scanning those present for weakness and chinks in their armor, preparing for psychological attack at the perfect time to press the mission of his agenda that much further adding security to his company.

This individual will not fall for the false lore of friendship from potential competition but will reciprocate like a gentleman to those initiating camaraderie while keeping them at arm’s length and will always release enough rope to allow those around him to hang themselves if it means strengthening his company and position in his industry. The executive who has achieved the art of power will be able to prick the underlying wound of his target to find weakness then step back and watch them self-destruct as it is easier to do this then verbally pointing out the individual on the executive team who is the weakest link.

Most professionals who have mastered the above find themselves in consulting positions and are hated by their client’s employees but loved by the shareholders. If you own a business or are in a senior position at a corporation, try applying some of these characteristics to your daily repertoire and watch the response of those around you. You’ll find that you will naturally fall into a position of power because of the strength that these characteristics hold in the psyche of those around you. You’ll become the problem solver and the ‘go to’ guy who has a reputation for being able to structure any situation so that your company lands on top. Get ready for rapid promotion, real leaders are hard to find and will usually take a bidding war to keep.

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Here are some things you need to keep in mind when gearing up to take your company public. Forget everything that you’ve read and heard and pay attention to what you’re about to read because this is the straight forward, objective reality of the process. First, do not hire an attorney to take you public as they will take you on a long drawn out process to get as many billable hours as possible, instead, hire a consulting firm whose sole business model is to take companies public and take advantage of the relationships that they have with attorneys. This is the first rule: hire a consulting firm that offers a complete A to Z turn-key solution for taking a company through the process of going public, achieving a symbol and preserving the trade with a solid, ongoing post public investor relations strategy.

Next, when you’ve decided on a consulting firm evaluate their team, don’t ask for references to call to research their track record, better yet, ask for symbols of previous clients and links to the Edgar database to check out current deals in the comments stage. The proof is in the empirical track record, not potentially fraudulent phone references that are easily engineered and BS.

Now look at their team. Make sure that the consulting group has a solid legal team, market makers, investor relations team, auditing group and someone well versed in the comments stage response as this can be one of the major hang-ups in achieving your symbol in a timely manner. Also, most important, they absolutely MUST have a solid group of investors to fund the process for equity and to sell their shares into the marketplace post public to create a market for your stock as well as a network of market makers familiar with your deal to piggyback off of the sponsoring market maker’s 211.

About one month away from symbol achievement you’ll want to meet with your consultants to get a solid IR strategy together for a big offering dbut. You will want to set up a strategy for 30 day IR intensives every other month with general corporate publicity strategies in between. I suggest changing your IR firm each quarter to keep it fresh and open up your trade to a new network of investors.

One special note to consider is that when you are raising your initial round of capital from seed investors, the fastest way to do this is to have a fist full of contracts and purchase orders in hand to strengthen your position and publicize this reality with an arsenal of press releases. Its 100 times easier to raise capital if you are showing seed investors a handful of ’soon to be’ cash than to solicit them empty handed.

Obviously there are a multitude of other issues that you need to take into consideration when going public so find a consulting firm that can help you make it happen. Don’t try to venture out into these waters on your own as you’ll be diving into shark infested waters and you’ll almost certainly fail.

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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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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.

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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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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?

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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.

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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.

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