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

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!

Raise Capital Fast: Structures That Can Make It Happen Fast!

Regulation D, Under Sections 4(2) and 3(b) of the Securities Act of 1933, the SEC adopted Regulation D to coordinate the various limited offering exemptions and to streamline the existing requirements applicable to private offers and sales of securities. The Regulation establishes three exemptions from registration in Rules 504, 505, and 506.

Rule 504, which provides an exemption for non-reporting companies unless they are “blank check” issuers or certain “shells”, stipulates that: The sale of up to $1,000,000 of securities in a 12-month period is permitted provided that there is no general solicitation, the securities sold are restricted securities and cannot be resold except pursuant to a registration statement or exemption, and a notice must be filed with the SEC within 15 days after the first sale. Rule 504 does not provide an exemption under any state laws. In certain limited circumstances where an offering is conducted under state accredited investor exemptions, securities offered under Rule 504 may be freely transferrable. Unlike Rules 505 and 506, Rule 504 does not mandate that specified disclosure be provided to purchasers. Nonetheless, the business person should take care that sufficient information is provided to meet the full disclosure obligations which exist under the antifraud provisions of the securities laws.

Rule 505 was adopted by the SEC to provide small businesses more flexibility in raising capital than under Rule 504 – but without the uncertainty of determining the quality of the purchasers that generally is involved in using Rule 506. Rule 505 provides issuers a limited offering exemption for sales of securities totaling up to $5 million in any 12-month period.

Rule 505 contains certain restrictions regarding “accredited investors” and non-accredited persons. The-term “accredited investor” includes:

Banks, insurance companies, registered investment companies, business development companies, or small business investment companies; Certain employee benefit plans for which investment decisions are made by a bank, insurance company, or registered investment adviser; Any employee benefit plan (Within the meaning of Title I of the Employee Retirement Income Security Act) with total assets in excess of $5 million; Charitable organizations, corporations or partnerships with assets in excess of $5 million; Directors, executive officers, and general partners of the issuer; Any entity in which all the equity owners are accredited investors; Natural persons with a net worth of at least $1 million; Any natural person with an income in excess of $200,000 in each of the two most recent years or joint income with a spouse in excess of $300,000 for those years and a reasonable expectation of the same income level in the current year; and Trusts with assets of at least $5 million, not formed to acquire the securities offered, and whose purchases are directed by a sophisticated person.

If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish audited financial statements.

If an issuer other than a limited partnership cannot obtain audited financial statements without unreasonable effort or expense, only the issuer’s balance sheet (to be dated within 120 days of the start of the offering) must be audited.

Limited partnerships unable to obtain required financial statements without unreasonable effort or expense may furnish financial statements prepared on the basis of federal income tax requirements and examined and reported on by an independent public or certified accountant in accordance with generally accepted auditing standards; and The issuer must also be available to answer questions by prospective purchasers about the issuer or the offering.

Further restrictions under Rule 505 include:

The total offering price of each issue of securities may not exceed $5 million. The offering may not be made by means of general solicitation or general advertising. The issuer may sell the securities to an unlimited number of “accredited investors” and to 35 non-accredited persons. There are no requirements of “sophistication” or “wealth” for persons to whom the securities are sold. A company must take any necessary steps to ensure that the purchasers are acquiring securities for investment only, not for resale. The securities are thus “restricted” and investors must be informed that they may not be able to sell except pursuant to a registration statement or exemption from registration. The issuer is not required to file any offering materials with the Commission. Fifteen days after the first sale in the offering, the issuer must file a notice of sales on Form D. The notice also contains an undertaking under this Rule for the issuer to furnish the Commission, upon its staff s request, any information given to non-accredited purchasers in connection with the offering. Rule 505 does not provide an exemption from state securities laws.

SEC Rule 506 offers and sales of securities by an issuer that satisfy the conditions stated below are deemed transactions not involving any public offering within the meaning of Section 4(2) of the Securities Act. For an offering to be considered exempt from the registration requirements, Rule 506 stipulates: There is no ceiling on the amount of money which may be raised. No general solicitation or general advertising is permitted. The issuer may sell its securities to an unlimited number of accredited investors and 35 non accredited purchasers. Unlike Rule 505, all non-accredited purchasers (either alone or with a purchaser representative) must be sophisticated – that is, have sufficient knowledge and experience in financial and business matters to render them capable of evaluating the merits and risks of the prospective investment. The term “accredited investor” is defined under Rule 505.

If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish the same financial information as would be required by registration on Form S-1.

If the issuer cannot obtain audited financial statements without unreasonable effort or expense, then financial statements may be provided in accordance with the special treatment described under Rule 505.

The securities sold are “restricted” under the same stipulations in Rule 505.

A company is required to file a notice of the offering on Form D at SEC headquarters within 15 days after the first sale in the offering. All states except New York provide an exemption from state securities laws for offerings under Rule 506 but the company must file a copy of the Form D and pay a filing fee in each state. New York has a distinctive law which makes a Rule 506 offering within that state impractical.

Accredited Investor Exemption

The Small Business Investment Incentive Act of 1980 created a new statutory exemption from registration under the Securities Act for transactions involving offers and sales of securities by any issuer solely to one or more “accredited investors.” Under Section 4(6):

The total offering price of each issue of securities under the exemption may not exceed the limit on small offerings set by Section 3(b) the Securities Act, which currently is $5 million per issue. The offering may not be made by means of any form of advertising or public solicitation.

The term “accredited investor” is defined to include the same individuals and entities as included for purposes of Rules 505 and 506. The issuer is required to file a notice of sales on Form D with the Commission 15 days after the initial sale is made in reliance on the exemption.

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

Take Your Company Public and Grow Fast Via Acquisitions

Many entrepreneurs and executives want to move forward with the process of going public merely for the ability to raise capital through the sale of stock. They usually don’t think of the strategies necessary to keep the momentum going such as how much equity to give up initially, how much equity to sell ongoing, how to capitalize off of the use of the securities as collateral for loans and lines of credit and so on.

One of the most profound strategies companies can use to retain company equity while capitalizing off of their public entity is to put up portions of their securities as temporary collateral for loans and to use securities to grow through acquisition of strategic alliances.

Stock should be looked at as cash and designated for appropriate purchasing strategies. Stock monetized through collateralized lending can work wonders as long as the exit strategy is in place and secure. Your attorney should be well versed in this activity and audit the contract for convertible aspects which could strip the transaction of its advantageous nature.

Debt that converts to equity means giving up a huge bartering chip for future transactions. Don’t give up equity unless you have to. There are scores of companies that will lend against your securities without having to give up long term equity. Use this strategy wisely and you’ll never have a problem getting capital.

Also, using stock to purchase strategic partners is more relevant now than ever. Purchasing a company with stock that can be monetized over time is an incredible way to grow through acquisition. Going public on the OTCBB is a quick and easy way to start using the countless capabilities for capitalization with a public entity. Going public simply to raise capital with your market maker or broker dealer would be selling yourself short. Take advantage of the countless ways your securities can work for you.

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

Take Your Business Public: How To Find a Consultant That Can Make The Process Fast and Easy

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?

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

How Do I Take My Company Public”

Take Your Company Public: Beware of Scams! Many entrepreneurs dream of taking their company public and expanding their venture into an international enterprise that begins to hemorrhage investment capital and profits from the get-go but then reality sets in as one begins to navigate the dingy, shark infested waters of the ‘go public’ market place.

There are consultants and boiler room penny stock misfits just waiting for you to stumble onto their site and in only a few minutes on the phone you’re reeled in and signing contracts and making wire transfers and equity disbursements and at the end of the grueling 3 to 6 month process, you’re broke, your company is in shambles and you just stand their staring off into space feeling like the boogeyman just slapped you around. Welcome to an industry where the weak are preyed upon like wolves on an injured lamb tangled in a fence.

If you are serious about going public there are some structures to stay away from because 99.9% of the time they fail. Pink Sheets and Reverse Mergers into a public shell are two formations to be very weary of. Pink Sheets are almost a completely unregulated trading platform and known by any savvy investor as the ‘red light district’ of the public trading industry. Pump ‘em and dump ‘em is the name of the game with Pink Sheets. Stock Price manipulation is as common with pink sheets as gross stench is to 5 day old road kill on a desert highway. If you are going to get involved with Pink Sheets find an attorney or consultant that can guide you around the scammers, it’s difficult to make in on the Pinks but I have heard of a few companies making it.

The next cesspool in the trading industry is ultra popular (for newbie’s) and the number one ‘big mistake’ made by countless ‘go public’ rookies, the reverse merger into a public shellouch! It even hurts to say it. I get calls on a daily basis from business owners who thought they were getting droppings of manna from heaven when a consultant suggested that they save $100,000′s and months of work by simply buying a public shell and merging their entity with it and abracadabra you’re big time and public and making millions. Sadly the reality is that this poor sap just spent $200k on an entity with liens and 15% equity distributed to a group of investors who pumped up the stock and dumped it before the ink on the contracts was dry. Now his dreams are shattered, he’s broke; his company will get stripped down and sold off in pieces like an unlocked car in the ghetto.

It’s sad when I see the same scams perpetrated on the uninformed over and over again. If you are trying to raise capital, find a consultant, objective broker dealer or attorney who will listen to your needs and before doing anything will give you the good and bad news about the various options. Taking your company public can be one of the most rewarding experiences of your career. You can purchase other companies with stock. You can use stock as collateral for quick loans to support growth. You can reward employees with shares in the company for meeting certain objectives. Go public, fulfill your dreams just use caution as you proceed.

Do you want to Take Your Company Public, then call Princeton Corporate Solutions at 267-233-0183 Go Public quickly, easily and affordably!

Finance Power: How To Easily Control The Mind of an Investor

Discovering the ‘thumbscrews’ of investors is crucial to getting them to take action. In over a decade of dealing with global investors there are several elements that I’ve discovered to be universal truths about the mind of the private investor (angel investor, accredited investor).

When talking to an investor for the first time, it’s more important to listen than to speak. It’s more important to ask questions than answer them. It’s more important to discover their needs and wants than to exclaim your own. Your first conversation with an investor should be all about piercing the armor and finding the trigger points that prompt a reaction that gets to the center of their ‘childlike’ state.

What I mean by this is, investors, just like anyone else, has insecurities that are rooted in their childhood and what they are outwardly today, is typically a polar opposite of what they are on the inside. For example, an arrogant, chest beater seems proud and obnoxious on the outside but the reality is that they are over compensating for an insecurity that is rooted in an individual or collection of childhood incidents.

Maybe they were made fun of as a child, maybe they’re father was verbally abusive, maybe their teachers would single them out in class opening them up to playground mockery. When talking to these individuals it’s important to listen to their voice and intonation when the conversation topic changes. Take notes on their psychological adjustments to the conversation. After you feel you have discovered the triggers that induce the ‘pleasurable’ responses, end the call, and set your second phone appointment with them.

On that second call, you want to have your conversation ready to go using the triggers you found in the first conversation. Play off of those insecurities that you found, become their best friend without being chummy but it is your mission on this call to be the “guy that understand me” to the investor. You want the overall tone of this conversation to have the response from your target along the theme of, “wow, this guy gets me” , “I can see investing in this company”.

By using this method and not coming across as ‘fake’, you have become an investment opportunity and a shrink all rolled into one. You want to be the one person that this investor can lower his guard to because everything he says, you seem to be the one person who understands him at his deepest level. You seem to naturally be tuned into his insecurities, emotions, needs and wants. Sound strange? Try this out on the next investor you talk to, I guaranty you will be shocked with the results.

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

Take Your Company Public: Software Firms Can Raise Capital Fast!

Are you trying to raise capital for your start-up or corporation in expansion? Have you exhausted your traditional institutional sources and hedge fund contacts? Don’t lose hope just yet! First of all, take all those pamphlets and brochures from banks and other traditional lenders that are lying all over your desk and toss them in the trash…they are absolutely useless.

Banks don’t have your company’s best interest in mind as they are hardly even staying afloat in this economy. Today’s institutional financier isn’t qualified to run a bath let alone a bank. Don’t put your future in the untested hands of a 20 something knucklehead. After you’ve tossed all that useless info in the trash, clear your head and then look at your company and ask yourself a few tough questions: Is your company invest-able? Do you and your executive staff have a pedigree that investors deem as seasoned enough to take their money and make affective use of it and not lose it? What proprietary concepts/technology/patents do you have that give you a larger market share with the proper cash infusion? What is your current capital/debt situation?

If, after pondering these questions you’ve come to the conclusion you honestly, truly have something worth pursuing then the next step is to look at the reality that your company is worthy of a public offering. Stay away from Pink Sheets and be weary of reverse mergers and in reality your company won’t qualify for the NASDAQ so the quickest way to raise public capital is the OTCBB (over the counter bulletin boards).

OTCBB is an SEC regulated platform that has a solid investor following and market makers that can effectively promote your stock to rapidly raise capital. Don’t let these difficult economic times steal your dreams of corporate prosperity and personal growth.

If you have a solid business concept, there is a way to fund it. Look into the OTCBB, it’s your best bet for an inexpensive public offering with a direct path to long term funding.

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

Is Your Company Going Public? Grow Quicker With Good Publicity

I laugh when I turn on the television to see an author on a talk show telling the audience about their book or flip on the radio in my car and hear the morning DJ interviewing a self proclaimed expert of some new weight loss program where you can lose 500 pounds in 48 hours.

I laugh not because of the content but because I know how much they had to pay a publicist to get that interview. I know that all the questions are predetermined and that the publicist who convinced this individual that TV and radio were the only way to get in front of the public is living in the’70′s and can’t seem to adjust to the new concepts of massive publicity for pennies and the young, hip publicists that have transformed the process of gaining publicity overnight.

The last thing I’m trying to offend any publicists out there but I’m going to tell the public a little secret. If you are seeking massive explosions of publicity for your business, book, musical act or future celebrity, there is a process that will blast your ‘brand’ to 10,000,000′s overnight. There is a process that will put your brand in front of your target market in hours, not weeks. There is no waiting on approval from a television network or radio channel.

That secret caveat is a combination on online video distribution, press releases, article marketing, social book marketing, blogs and a few other online media distribution combination that will take your brand campaign from 0 mph to 100mph overnight. When you are interviewing publicists or brand recognition marketing specialist keep this in mind, any publicist can get you on TV or the radio with a couple calls since both of these media genres are constantly in need of content and truth be told, the results you’ll get are very minimal from these to publicity mediums.

The priority topic of your interview should be quizzing them on their online media campaigns and viral media expertise. Don’t spend a dime until they’ve convinced you that their online strategies are on the cutting edge and cost effective. Online marketing strategies can literally have the internet screaming your name in hours.

Want Publicity, that works? Check out Princeton Corporate Solutions. Call 267-233-0183 for a Publicity Marketing firm that can deliver.