College kids, are you getting ready for university classes? Most colleges are already trending toward more and more online courses with the very format you describe, at least for the core classes. The only thing I (with humor) take issue with in your statement is the part about “thousands of students per course..” yikes! I am a college teacher and have taught numerous online courses. They are more convenient for the student, but a LOT of work for the teacher, maybe more than traditional courses.

I am a college teacher and have taught numerous online courses. They are more convenient for the student, but a LOT of work for the teacher, maybe more than traditional courses. I’m not trashing the online format–I like it, but it would be unrealistic to think that a teacher could handle more than a few dozen students in a single course, unless it’s the only one (or two) he was teaching. You still have assign homework and exams, and that would be a lot of grading!

As far as the $10k bachelor’s degree is concerned, I would think it could be doable. Not every degree, probably, but some. Especially if universities were not so determined to hire Ph.Ds in every field. For most classes, a Master’s would be sufficient. Degrees like home economics (which is still offered) or elementary education just do not require as much skill and research as do chemistry and physics.

Also, colleges could cut out a lot of unnecessary requirements. Does someone going to school to become a band director really need nine hours of history and government, two sciences, and four P.E. credits? Why not just let the students take the courses they need, and let degrees become more like certificates?

For somewhat obvious reasons, these are not comments I bring up casually at faculty meetings. It would make an interesting idea for a conference paper, but not one I would want to publish pre-tenure.

Machiavelli Lovers, and Strategies Formulators

Companies decide to go public for many different reasons: expansion, need for capital, exit strategy, acquisition facilitation, globalization etc. But what are the real advantages to going public? First, let’s go over the disadvantages. Your life becomes an open book and as an executive your spending habits and failures will be a matter of public information with your annual and quarterly filings.

You’ll be accountable to shareholders. You’ll have a board whose main interest is the company and the shareholders no you or your need for a new luxury car, financial bonus or need for a quick loan from the company that was once possible and easy when your company was a sole proprietor entity. You need trading volume and without it your stock is worthless and your company becomes a blind, deaf, mute, quadriplegic (a bit extreme but you get the point).

The advantages are numerous if your company is ready for the public realm. With a solid trading volume, minimal dilution of stock, solid executive management, an active board of directors, powerful strategic alliances and the ongoing advisory of a strategies consultant your company can expand globally, identify and grow through acquisition and subsidiary mergers, purchase entities and services with stock to retain cash flow.

Banks and other institutional lenders will make more funding solutions available. Your exit strategy is built in and turn-key.

The most successful public companies have a few common themes built into their infrastructure. They have recruited a proven and tested CEO, CFO and COO with professional pedigrees and track records that are recognized in the industry and media and will bring with them a strong following of partners and solution mechanisms that will typically yield instantaneous, empirical results on behalf of the company. The board of directors is restructured so that major industry enhancing components are represented such as industry niche legal, financial, distribution, domestic and international. Each of these board members will put their contact portfolio to work for your company for immediate and long term growth and stabilization. One other aspect that all prosperous public entities have is a strategies consultant that keeps everything in line. This individual is also what is referred to as a ‘fixer’.

This professional will typically stand in the background constantly analyzing every aspect of the company for weak points and correct them. Whether it be a lazy board member, potential acquisition, CEO not pulling his/her weight, potential legal issues etc., this strategist has a keen eye and typically a massive contact base that, when put into place can correct virtually any situation quickly and seamlessly.

Going public is a great strategy for the right organization. Having all your ducks in a row pre and post public is the key to a successful offering and public markets longevity.

Find out how to globalize your business or You’re your Company Public , Find out how to Structure Your Company to grow fast and raise capital

There is a huge gap between a public company that is exists and thrives. An company that is merely existing has a stock price that is is stabilized by constant promotion and fund raising with every bell and whistle, warrant and promotional gimmick as the company’s business model is not conducive to inner and outer expansion, globalization or general scalability.

The public company that thrives will have an IPO that is both promotional and informative and will show a clear cut and active plan for growth via acquisitions, mergers and both domestic and international alliances. Public companies that thrive will have a team of consultants making introductions, setting up round table meet and greets to introduce and build rapport with funding players and potential partners where there is a strong synergy. The share price for the ‘thriving’ company will be triggered naturally by press releases in combination with promotion to investors by updating current and potential shareholders of these benchmark achievements.

Another massive element that is all together ignored 99% of the companies out there, even thriving public and private entities is the almighty legislative tie-in. Get to know your congressman, senator and all their affiliated groups. Become a permanent fixture at their fundraising events and look for angles that would help create a win/win situation for your political counterpart when his activity wanders into your particular business genre. Offer to consult with them to help them navigate the tepid waters of your industry without making the amateur mistakes of those not completely submerged in the industry. Be their industry expert, adviser then publicize your efforts in a way that helps both you and your political alliance.

Globally there are, maybe four or five consulting firms that specialize in the above. A full service, turn-key solution facilitating merger and acquisition identification and facilitation, all aspects and angles of investor relations, globalization and alliance identification and facilitation, professional executive placement into your organization, powerful board of director facilitation and more.

Though the above may sound like the consultants lack focus, to the contrary they are extremely focused and are well versed in walking into an organization and mapping the structure. What are the weak points and what are the strong points? And then they put together a strategy to build the structure that will gain rapid traction that will stick with expansion and funding benchmarks that are realistic, scalable and achievable. Taking a company public in today’s economic environment is fickle and impossible for the untested to succeed. Find a consultant to put together a team that will launch or maintain your corporate stabilization and expansion strategy properly.

Let’s change directions for a moment. If you are a seasoned investor looking to diversify, here are some guidelines that will help you find the best deals.

Investing in an IPO traditionally offers higher yields and a Pre IPO can offer 200%+ returns if the structure is solid. By structure I am referring to founders, C Level executives, board of directors, compliance legal team, pipeline contracts, overall profitability and dilution in the float (just to name a few items). Finding the right transaction takes more than just some advice from your broker, though their efforts may be pure in intent, they are, for the most part, unqualified to advise on such investment actions.

Unless your investment advisor is a strategies and structuring consultant with a ton of experience in globalization, they may be licensed to sell you securities but they are not qualified to strip an opportunity to the bone and reconstruct it looking for errors or chinks in the armor to justify a solid transaction or a pump and dump pipe dream.

Most brokers make a tremendous effort to evolve out of the burnout genre of pitching and selling stock and more toward mergers and acquisitions where the real money is. Part of M & A is merging private companies into public entities, restructuring the company, stock and management and then turning out the entity with a new symbol and price and pounding the pavement with multiple genres of IR simultaneously. Selling shareholders who invested in the Pre IPO phase of the company will create the float and make the quickest returns with minimal risk as they will typically buy their shares at a deep discount to the retail price. Next, with a controlled incline of the stock price the investors who buy at the road show outings will make nice chunks of change and may receive some type of warrants.

Using online mechanisms for stock promotion such as social media, webinars, opt in email, banners and other white hat processes will assist with daily volume. Phone room buzz generation materialized by phone rooms calling around and introducing the company and it’s stock symbol to investors and market makers allows for eyes to be focused on the company and in return will result in both short term and long term investors. Then you have the road show which are also referred to as ’round table’ meetings. I’m not talking about the free suppers in Manhattan for free loaders and wannabe’s; I mean a targeted audience of 15 to 20 tops, investors who are ready to listen, ask questions and buy.

If you are considering investing in a Pre IPO, make sure that the company has a clear cut plan for all the above promotion. If the company structure is sound and the promotional element is there, chances are it’s a safe bet for the short term. Legislative contacts, globalization, board member alliance facilitation and a professional C level staff will be the critical factor to take the company toward long term success. Before making an investment of any kind consult a licensed professional.

Want to find out more about Taking Your Company Public, then visit Belvedere Global Strategies Corporation’s site on how to choose between a Reverse Merger or S1 Filing for the best results

Currently, investor relations is a multipronged crap shoot. Entertain, wine and dine investors with road shows, drinks and meals and just hope and pray that they’ll be interested enough to ask for your prospectus. With so many fly by night scammers polluting the IR sphere it’s almost impossible to think that there are any legitimate companies out there that can offer companies a solution that doesn’t entail bloodletting, piranha pedicures or indentured servitude, but there are.

One of the latest and most economical solutions for investor introduction, road show substitution and public company market/volume creation is the webinar presentation. Investors, aside from solid returns, more than anything else, want to go to a place for bleeding edge information that will help their overall portfolio choices as well as opportunities that will educate them without the complicated tech jargon that will just confuse the transaction. Overly analytical presentations that lack substance and direct delivery of profitability concepts, corporate executive pedigree and growth expediency is the very thing that turns investors off 5 minutes into the presentation.

A webinar that gives a short corporate introduction, company marketplace position, current dilution and profitability, use of proceeds, two year projections and a call to action which is the offer to open dialogue and create a long-term relationship will deliver more rapid results at a fraction of the price. Webinar presentations for investor communication, investor introduction and shareholder maintenance are the perfect partner to your phone room and/or press release promotional strategy.

Webinars allow you to talk to the investor without taking them out of the comfort and convenience of their office or living room. The convenience of this process will enable more investors to get involved with your transaction as the obstacle of scheduling is less of an issue as you can offer a recorded follow up viewing after your live webinar to make your information available at the convenience of the viewer.

Obviously, depending on the stage of your company you’ll need to take SEC solicitation guidelines into consideration so as always, talk to your legal team before taking part in any company promotion.

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Do you have stock but don’t want to sell it? Do you need cash now and want to use your stock as collateral for a loan but don’t want to lose your investment? Do you have bad credit but need cash now? If you answered yes to any of these questions it sounds like you’re a good candidate for a non-recourse stock loan.

Many companies claim to offer loans against stock collateral but very few companies are able to back up their claims with cold hard cash. Most stock loans have the same basic requirements: the symbol must trade at least 50,000 shares per day (this qualification is very easy for most public companies), must be a major platform like OTCBB, NASDAQ, London Exchange etc (basically anything but Pink Sheets, but then again, who in their right mind would invest in pink sheets?) and the company needs to have some solid trading history; that’s it!

Anyone that has stock can easily use this security as collateral for a very reasonable loan that can extend up to 10 years and sometimes even longer. If you own stock, you should never feel hard up for cash. You can use your stock to collateralize a loan with an LTV of 60% to 80% depending on the stock.

Use your stock as collateral for a business loan, pay off your credit cards, take a vacation. If you are a principle in a public company and your business needs fast cash use some of your company stock for that much needed cash for corporate expansion, equipment or executive bonuses.

“Advantages of a stock loan program are: Non-recourse, Credit check and financials not required, Rates based on the 90 day LIBOR, Provides cash for qualified emerging markets and start-ups and Loan payments are interest only!”

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Clean OTCBB shells that are ready for a reverse merger are like the legends of White Elephants, the Chupacabre and Bigfoot. Everyone has heard of them but no one has seen one. I have seen so many fly-by-night consulting firms pop up in the past year it’s depressing. Of course the claim to have 17 years in the industry with 100′s of reverse mergers tomb stoned on a page that ‘they just can’t remember the link to’.

I’ll tell you what, if you’re sold on going public with a shell and won’t consider any other way, make it easy on yourself walk into your local Burger King, give the cashier $200,000, lay down behind a Mack Truck that is backing out of a parking space and fill your bathtub with razorblades and rubbing alcohol and dive in face first, be sure to set yourself on fire before the dive. Believe me, the above is far less painful than a messy reverse merger.

Sure, solid shells exist but it will cost you a ton of equity, $500k + in upfront fees and an ongoing Sumo Wrestling match with FINRA and inherited shareholders. That said, I have seen a few successful reverse mergers into Pink Sheet shells with the intent of qualifying for the BB. The bad news is, they didn’t and don’t have a chance in hell of ascending to another exchange (well maybe Frankfurt and other pump and dump domains) and the good news is, they did successfully merge while simultaneously being 80% diluted within three months with a par value of .007 per share. So they succeeded in merging but completely failed at the attempt to fund their company or secure actual trading volume.

Going public is a big decision and if done properly can be incredibly rewarding for the company, shareholders and the company’s strategic partners who find themselves in the spotlight and mentioned on press releases, webinars, roadshows and other investor relations branding and promotion. Do yourself a favor, if you care about your company at all; if you want to survive and thrive in the public realm and don’t have $200m in annual revenues, file an S1. It takes a few months longer but it’s a move that will create a foundation for a customized filing.

Consulting firms that actually care about their clients and truly make their money on the back end once the company is public as opposed to front heavy fee oriented structures will always do an S1 to preserve the longevity of their client’s company. Think about it!

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Investing in an IPO traditionally offers higher yields and a Pre IPO can offer 200%+ returns if the structure is solid. By structure I am referring to founders, C Level executives, board of directors, compliance legal team, pipeline contracts, overall profitability and dilution in the float (just to name a few items). Finding the right transaction takes more than just some advice from your broker, though their efforts may be pure in intent, they are, for the most part, unqualified to advise on such investment actions.

Unless your investment adviser is a strategies and structuring consultant with a ton of experience in globalization, they may be licensed to sell you securities but they are not qualified to strip an opportunity to the bone and reconstruct it looking for errors or chinks in the armor to justify a solid transaction or a pump and dump pipe dream.

Most brokers make a tremendous effort to evolve out of the burnout genre of pitching and selling stock and more toward mergers and acquisitions where the real money is. Part of M & A is merging private companies into public entities, restructuring the company, stock and management and then turning out the entity with a new symbol and price and pounding the pavement with multiple genres of IR simultaneously. Selling shareholders who invested in the Pre IPO phase of the company will create the float and make the quickest returns with minimal risk as they will typically buy their shares at a deep discount to the retail price. Next, with a controlled incline of the stock price the investors who buy at the road show outings will make nice chunks of change and may receive some type of warrants.

Using online mechanisms for stock promotion such as social media, webinars, opt in email, banners and other white hat processes will assist with daily volume. Phone room buzz generation materialized by phone rooms calling around and introducing the company and it’s stock symbol to investors and market makers allows for eyes to be focused on the company and in return will result in both short term and long term investors. Then you have the road show which are also referred to as ’round table’ meetings. I’m not talking about the free suppers in Manhattan for free loaders and wannabe’s; I mean a targeted audience of 15 to 20 tops, investors who are ready to listen, ask questions and buy.

If you are considering investing in a Pre IPO, make sure that the company has a clear cut plan for all the above promotion. If the company structure is sound and the promotional element is there, chances are it’s a safe bet for the short term. Legislative contacts, globalization, board member alliance facilitation and a professional C level staff will be the critical factor to take the company toward long term success. Before making an investment of any kind consult a licensed professional.

Want to find out more about IPO Facilitation done the right way? then visit Princeton Corporate Solution’s site on how to choose the best Structure To Invest In as always, check with a licensed investment specialist before placing money in any transaction

Business Owners: Build A Corporate Structure That Investors Love! Ok, you’ve decided to go after investment capital but you’re not sure where to start. Here are the basics that you should pay close attention to before putting your company in front of investors.

First and foremost you need to perform an industry analysis that answers the questions pertaining to where you are in the industry and who are your competitors. It doesn’t matter what product or service you offer. You could be selling underwater sock fitting kits and there is a competitor and industry leader somewhere in the world. Don’t be so naive in thinking that there is no competition or that you are at the pinnacle of your industry. Show your audience that you’ve done your research and that you’ve identified the players in your market.

Next get your executive team together and it better be the who’s who in your industry. If you can’t attract the upper echelon of your industry genre then you need to do some serious PR on behalf of your individual executive team to show the public what they are made of. Brand them as the up and coming powerhouse executives in the industry. Publish their articles and knowledge on industry blogs and article submission sites. When a funding source initiates general due diligence you need to shine like a lighthouse in the fog. Each and every executive team member needs to have an image that screams power, success and investor security.

The next thing you need to do is take a serious look at your board of directors. Who is on your board, what is their compensation and is there someone that is a better fit for formulating strategies and alliances than those who are currently populating your director staff.

One of the main reasons that investors turn down companies for funding is because they lack the backup of industry players in connection to strategic alliances. You need to identify and contractually reach out to companies that will enhance your overall business strategy. Your minimum goal should be 10 solid, aged companies that have already branded their names in the marketplace and are willing to add you to their mix of advertising and ongoing strategy and they will expect the same from you. Show investors that it’s not just you treading water in the industrial whirlpool and that you’ve built a life preserver of alliances.

Now you are ready to write a business plan and private placement memorandum that takes all the essential elements above and puts them in two well authored and to the point documents that will make an interesting and informative read for investors who have a track record of investment in your particular industry. If you’ve written your own business plan, toss it. If investors are going to take you seriously you need a professionally written business plan that touches on all the triggers that investors are currently looking for.

Next, it’s best to use the Regulation D, Private Placement Memorandum as the vehicle for staying within SEC guidelines for raising capital and you should use a Direct Public Offering as the process for raising the actual capital. Reaching out to friends, family, industrial counterparts and alliances should be the first place you go for funding. If you are lucky the consultant you hire to assist you with the above processes will have a solid database of investors to assist you in your initial, first round raise via DPO.

Last but not least you should consider, even though it’s not a mandatory requirement for a PPM or DPO, getting an independent audit done on your company to demonstrate an objective analysis of your financial reality so that investors can find their comfort level quicker without a prolonged comments stage.

There you have it. These are the basics to what it takes to achieve equity investment in this current market. Get out there and raise some money!

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Those who are able to achieve higher yields on their investments typically don’t have a broker and don’t listen to the advice of a financial planner. After all, if either of them knew what they were talking about they wouldn’t be hustling others into allowing them to learn the trade game off of other people’s money.

The reality is the few that have gained a comprehension for seeking out and getting involved with trades that open the floodgates to massive profits use their own money and operate as part of a small, tight knit group. The members of this ‘group’ always have their feelers out like tentacles sucking up and analyzing potential transactions, immediately looking for strategic elements and immediately dumping 99% as they don’t meet the criteria.

Two major components that professional investors who use their own money and are able to consistently pick winning transactions are companies that are in merger and/or acquisition mode and companies that are seeking seed capital specifically to go public.

Let’s focus on the latter. Companies seeking seed capital to go public are often financially viable companies with modest liquidity but are taking on seed investors so that they can meet the SEC minimum criteria of having 40 investors on the books to qualify for going public. Investors that are able to, literally, make millions per transaction have a way of getting into these opportunities by connecting with consultants who take companies public.

If you are able to get involved with these consulting firms and if you have some capital to designate as a seed investor, you can literally be placed in 4,5 or even 6+ pre IPO investments per year. When you are one of the 40 investors in a pre public OTCBB corporation you are usually investing seed capital at a fraction of the future public price by way of DPO (Direct Public Offering). The difference between what you pay for the seed stock and what the company charges per share when public is the profit.

It isn’t at all out of the ordinary to buy seed stock at 50 cents and have that stock gain in value of $1.00 to $1.50 when the company goes public and yes, you just made 50 cents to $1.00 net profit on each share. The great thing is you can often invest as a seed investor with as little as $5,000 to $10,000. If you have more capital you can spread it out over multiple pre-IPO opportunities. Seek out the pre- public companies and make a fortune!

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When I go to political functions or functions that claim to have the who’s who in attendance I find it fascinating to stand back and watch people interact. Politicians and power CEOs always stick to surface conversations, upstarts converse while looking over the shoulder of their conversation partner waiting for the opportunity to dump them and move onto someone with more influence. I could watch this interaction for ours and speculate with friends where we believe the targets of our conversation to be in their professional and pedigree evolution.

One thing that these people don’t realize is that those to which they’ve chosen to kneel down and bask beneath glorious rays of influence are typically just pawns with prestigious public labels being controlled by other supremacies. Here are the facts. Upstarts and wannabes will pick the face to an organization (political or corporate) for their association to grow their career and raise their social circle pedigree but the truth is, behind this puppets are those who whisper in the ear, spin webs of control, and sway with their money and ‘real power’.

I have yet to find a true puppet master comfortable to be in the public eye. It is easier to step back and dictate the moves of pawns streamlined by the upstart’s natural instinct to voluntarily be controlled by their betters. Most people, when it comes down to it, are content with the illusion of influence as long as they are the center of the public’s idea of power.

Case study: When I have a client in the process of globalization it is important to get them built into legislation that is being put up for vote. Whether it’s the USA or Europe, I never communicate with the politician directly, that’s a waste of time, instead I go to his handlers. When I say handlers I don’t mean his campaign manager, assistant or any of the traditional ‘blockers’. I go where the money is, because once you find out who funds his campaign with capital and votes, everything is easy from there. Congressmen, Senators, Governors and Mayors of large cities are placed in this position to be a talking head, a willing hand puppet to special interest groups that will flip the bill for the campaign and make sure that the votes are in place to be re-elected, as long as the political figure continue to play ball and stick to the agenda.

To the uninformed and uninitiated, the apex to the pyramid of power is usually represented by the localized face to a political organization (Republican, Democrat etc) but here are three powers that influence everything this individual does. Power is dictated by moneymen, lobbyists and special interest groups. If you have money to donate the most it can get you is a favor or a letter for your kid to get into private school, but the power, the absolute power in politics is social influence and the ability to bring with you, an ocean of voters, turn-key and ready to go. Try to find one conservative republican politician in the south that isn’t backed by the Southern Baptist Convention or Christian Coalition.

The capacity to provide votes and a ’cause’ type following can also be applied to the business world. When we set up strategic alliances, recruit board members or CEOs the main criteria at the end of the day is money and votes defined as: capital raise for previous organizations and the increase of revenues during their time with their previous company. As for ‘votes’, in the corporate world that would be termed ‘alliances’, support that will be turnkey for my client if we take this executive, board member or alliance on. What does their direct contact portfolio look like? Who will they bring through the door that will offer an instant benefit for my client’s company?

Money + alliances = Power. If you are trying to establish yourself as a power broker in the political or corporate realm you don’t need to actually have the money, just access to it. Access can be defined as direct parlay to those who cut the checks and the influence to get them to move when the time is right. Influence, alliances, voters are easy for those who are natural networks. Talk little, do more. Have a plan as to what you are trying to do. Decide what you are trying to influence and build your network from there.

Don’t start from scratch trying to put together a group of followers, instead, lobby the individual organization management or figureheads. Start brokering power among these groups, make introductions but always leave just enough out so that they need to call you when they need something. From here you should be able to build a solid power base of influence.

Don’t come across as too eager. Instead, get to know these individuals in a calm, easy manner, research them before you initiate contact and even your first contact can’t seem intentional (you may want to ‘run into them’ at you’re local tennis club or golf club and strike up some conversation etc.). Then during conversation make a mental note of the topics and their ‘needs’ and from their needs you’ll know how to refer and network them. Ask nothing in return, ever! Instead, the contact and affiliation is all you are trying to accomplish here. Building your organization of influence in this way will rapidly get you where you want to be without the learning curve of catering to the wrong people.

Want to find out more about establishing real, long lasting corporate power and position ? , then visit Princeton Corporate Solutions’ blog Economic Globalization Strategies, Power Brokering and IPO Facilitation that can transform the direction of your company, career or campaign.

When an investor is looking at your business they are obviously looking for the basics: an executive team that has worked with other companies in your industry at the exact stage you are at now with a solid track record of success, an active advisory board that is eager to help and has a solid comprehension of your industry, a board of directors that acts as your company’s strategic think tank and action center where the tough issues get dealt with and questions get answered. Investors also want to see that you are in a growth industry and that all involved have the discipline to step out of the emotional ups and downs of a start up or company seeking capital and look at the business objectively.

All this said, the one aspect to creating a salivating group of investors is your massive and powerful strategic partner database. These partners are able to enhance your company is ways of distribution, sales, contracts, legal, tax etc. The partners that you team up with are often build off of and initiated by the rapport of your executive staff, board of advisers and board of directors. Your corporate attorney and accountant should also contribute heavily to helping you build strategic alliances with like-minded companies in their client base. These companies that you are teaming up with allow for rapid expansion and optimal eye candy for people that are interested in placing capital with your company. Having some big names in your corner with the label ‘strategic partner’ just sweetens the pot. Companies thrive and dive on relationships.

If you are considering raising capital with a Regulation D exemption like 504, 505 or 506 (also referred to as a Private Placement Memorandum) chances are, your company will be funded by angel investors, private investors and other private equity money sources. Having a powerful partnership base is like adding a blanket and warm milk to your business plan and PPM when handing if off to the investor, it’s soothing and comforting to see that you’re not alone but you have some big names helping you on the road to success.

Are you thinking about taking your business public? The same thing goes. The public wants to see that you are in bed with big names who can step in and help your company out of a tight spot and that you can co-op advertisements and promotional campaigns together.

Raising capital is easier when you are moving forward with establish partnerships to ease the weight of the load and stress that comes with a growing company.

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Going public, the ultimate in the evolution of companies who are seeking access to powerful global finance options for rapid expansion, deepening corporate roots and gaining industry prominence as a true powerhouse and player. The process of going public is technical yet pretty straight forward: business plan, Private Placement Memorandum, Direct Public Offering, Financial Audit, S-1 filing, SEC comments phase, SEC approval, FINRA approval, symbol and then you’re public.

Never price shop for consultants that take companies public and be weary of consultants that will start off a conversation by answering questions geared toward price and giving you quotes without understanding your business first; without the proper information a realistic quote can’t be given anyway.

When you’ve found a consultant that you’re comfortable with you’ll need to get a solid understanding of their full range of services. Of course you’ll want a consulting firm that will handle all of the above for your company but you’ll also need to consider the post IPO services. What happens after you’re public? The reality is, selling off stock in a rapid fashion to raise capital is the last thing you want to do, instead you need to approach your consultant and market maker on how to cross collateralize your securities to raise equity loan capital.

This can be done easily and quickly if you’ve brought on the right group of advisers to expand your company to the global public. When considering the idea of taking your company public it’s important to note that there are many ways to raise capital after you are public without selling off chunks of your company (consult your financial advisers for more information).

Next, when deciding on a consultant they should also have solid investor relationships to assist your company in raising the capital necessary to go public. A true turn-key consultant will have a database of investors seasoned in the process of pre-IPO finance and will often times jump at the chance of investing in the PPM and DPO phase at a discount for companies that are in the process of going public as this almost guarantees that the investor will double or triple their initial investment when the company achieves public status.

Out of the hundreds of consulting firms that offer the ‘take your company public’ service, there are only a dozen or so that actually offer the complete full range of services needed to successfully accomplish public status in a way that maintains investor confidence and corporate longevity. Do your research and find a firm that is well seasoned in the turbulent waters of this industry.

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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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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.

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Selling Shareholder Offering: The Key To Raising Fast Capital For Pre-Public Companies. As a consultant who has taken many companies public on the OTCBB (Over The Counter Bulletin Boards), consulted on even more and turned around and structured more companies I can even count, there are a few common threads inherent in all of them.

Most of the companies pursuing capital from angel investors, private investors, private equity firms or small groups of professionals looking for a quick in and out situation with rapid capitalization did three things that made all the difference in streamlining their raise.

First the executives structured their entity to attract investors which by default strengthened their corporate infrastructure. Now they are proposing investment opportunities from more of a position of strength.

Second they chose a team (in these cases they chose our consulting firm) with a proven track record of success with organizing companies for acquisition, merger and taking companies public.

The third element that is common in most successful enterprises which are seeking a first round of seed capital to fund their ‘going public’ ambitions is demonstrating confidence to the investor with a “selling shareholder offering”. Obviously this last element tests the skill of the consultants going back and forth with the SEC during the comments stage but this demonstrates confidence and organization by the company wishing to raise capital.

A ‘selling shareholder offering’ tells the investor (if not purely in the initial documents then in the phone conferences leading up the a check being cut) that the company has an organized pre public and post public investor relations strategy, general corporate publicity strategy and a market maker that’s built to last (mostly the former than the later). By offering seed investors the ability for massive profitability by buying your seed shares for fifty cents with a public offering price anticipated at $2.00. What real investor would turn this down?

Offer your seed investors an ‘easy in, quick out’ funding option and watch them swarm to your offering in droves. Let these investors create your float and let your company’s performance and hardcore investor relations take care of the rest!

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