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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Many times companies stand at the threshold of massive stardom but carry the burden of dead weight management that simply take up space and increase salary costs. The company needs to eliminated them and recruit qualified management but there is often an emotional element at play here which makes it difficult to take the garbage out to the curb on trash collection day.

There are many corporate cautionary tales here. Companies that could have been but never were are a dime a dozen because they lacked the motivation to get past that emotional ingredient that paralyzes them, not allowing them to fire someone who has become a buddy. Your mind will play all kinds of tricks on you by telling you that: this guy has a family, you and he have a history, you can’t just fire someone who helped build this company and so on. What you are forgetting here is that the presence of this individual is jeopardizing the careers and livelihood of everyone else involved so this action of elimination is serving the greatest good.

Make things easy on yourself. Hire a management or expansion consultant. These people are use to being labeled as the bad guy and have thick skin allowing them to cut through the emotional BS and capture the reality of what will help your company get to the next level. They will make their decision on professional pedigree, executive contact portfolio, who can handle themselves best in a public or panel discussion setting, who has the most desirable track record for attracting the best executive candidates and so on.

Often times companies that find themselves at this crossroad are in the process of going public which is even more of a reason to hire an expansion consultant as they will apply your business to a proven template that will yield success, if your buddy needs to be eliminated and replaced they will be able to demonstrate the reasons why with empirical data and they will give you the profile of a candidate that is ideal for his replacement.

To attract the proper replacement for a ‘C’, ‘VP’ or executive level professional you should bate them with stock and if possible pre IPO stock. Corporate shares and a solid compensation price will often get the right people through the door for an interview.

The stock should be a combination of restricted and non restricted and their acceptance of the non restricted demonstrates their intent on longevity with your company and non restricted shares demonstrate trust by you, stating that you’re willing to put a little more skin in the game in order to bring on the right talent.

A management recruiter is not typically what is needed for the above situation. A management consultant or an international expansion consulting firm can typically offer a turn-key solution to your corporate recruiting efforts as well as your expansion and IPO aspirations.

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Private Placement Memorandum authoring and the process of taking one’s company public are services that require extensive experience and the ability to look at a deal objectively and peripherally to evaluate all the angles to enhance the ability of the client to achieve funding in a timely manner.

Many times, when I’m hired to structure a company before funding, they will be under the impression that my evaluation is a mere formality and they are ready to go. Often I’m the bearer of bad news when I have to break it to the client that their company has more holes than Swiss cheese and 30 to 60 days away from starting the fund raising process.

They will often get a second and then third opinion and usually run into the same thing before they eventually find their way back to our firm. As they call around to consulting firms they perpetually experience the ‘hard sell’ by firms who ‘need’ the business because they lack the rewards and referrals that come with cultivating each client relationship because they take on and spit out deals so fast they hardly remember their client’s name during the transaction.

This mentality dominates the larger firms because of their gargantuan overhead while the boutique firms can take a more personal approach because they have a steady flow of business and referrals because they are not stressed about bringing in the next big deal so they can meet payroll and keep their lights on. The smaller companies that focus on turnaround consulting, private placement memorandum authoring, top tier business plan writing and taking companies public usually take a one on one approach to the consulting process and will rarely pressure clients to sign on because their phone is ringing off the hook with previous clients who want to hire them for the next stage in the evolution of their company’s growth.

This business is all about relationships. Ditch the consultant that applies the high pressure sales tactics and seek out the smaller, more personalized groups that don’t ‘need’ your business but will cultivate and value it.

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For real estate investors, there are two things that are always in short supply regardless of the ups and downs in the economy: capital and quality inventory. Most investors that I have worked with not only need capital but strategies to go after capital that is not issued based solely on a credit score. Even if a real estate investor has good credit they still have the obstacle of too many inquires and too many open loans on their credit report and funding sources are spooked by these distractions and turn the applicant down even though all of their loans are current and they have a solid FICO.

If the above describes you or if you have limited or poor credit and you’re a serious real estate investor, here is how to get all the capital you’ll ever need. First put a solid strategy together. Start with your company infrastructure. Organize your company with a CEO, CFO, Board of Directors etc. After you’ve done this you want to set up your inter-industry strategic alliances which should be composed of other investors, bird dogs, electricians, roofers, general contractors etc. You want each of these alliances to have a purpose. They should be a portal for industry niche knowledge and consultation and also referral hubs. Let each of your alliances know exactly what type of investments you’re looking for and as they are sending you referrals, reciprocate by issuing them work in whatever specialty they are in.

Next you want to have a solid business plan written for your company (don’t write this yourself, have a professional do it for you) that spells out the intricacies of your company, your alliances, your accomplishments and goals. Paint a picture of success and strength.

Next you need a mechanism for accepting investment capital so you’ll need a Private Placement Memorandum. This document package gives a technical breakdown of your investment opportunity and spells out the risks and advantages in detail to keep you from getting sued by investors down the road. This memorandum takes advantage of SEC Regulation D Rule Exemptions 504, 505 or 506. A PPM is the minimum requirement dictated by the SEC for accepting capital from accredited and non accredited investment sources. Real investors will demand an PPM anyway so it’s good to have it done beforehand.

Now that your company is properly structured, you have a solid board of directors and alliances; your business plan is well written and to the point, you have a solid outlet for accepting capital from investors, you are now ready for capital. Your best bet is to go back to the company who wrote your business plan and private placement memorandum and use their ‘investor finder’ service. Legitimate corporate consultants who write technical documents will also stand behind their work by assisting their clients in finding investors. One solid strategy for getting access to capital quickly and easily is to have your Investor Finder forward go through their database and email individual and institutional funding sources.

When you are contacted by these investment sources, give them the option to invest in your company using the PPM (which will give you a fund in which you will be able to rehab real estate, buy at auctions etc). You will also want to give them the option of investing in a ‘per deal’ scenario. Allow them the option to also (or only) invest in particular transactions with you so when you get a deal, with a solid investor finder service, you’ll eventually have 100+ solid investors to go to for quick capital on particular transactions that go above what your PPM fund can handle.

There you have it, a strategy that works 100% of the time for real estate investors globally. Your best bet, to make sure that you do this properly, is to hire a consultant that can set up this process for you. Cheers to your success!

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If you are trying to raise capital with a PPM or public entity like OTCBB you need to understand the mind of the investor. After the business plan sells the investor on the business concept you need to sell them on you and your executive staff. You need to stack your executive positions with professionals with a proven track record of success and possess a solid reputation in the industry. You must paint the picture for investors that your business is run by the who’s who in your industry and this pedigree is demonstrated by your education, degree, grades in college, professional organizations of which you have been and are currently a member, advisory board positions with other corporate organizations, a track record of setting up and maintaining strategic alliances, networking contacts and more.

When an investor looks at your human resource list on your PPM, business plan or public offering docs it needs to scream power, authority and confidence. Each individual that you place on your advisory board must have a massive contribution other than ‘advice’. Advisors should be able to prove their ability to assist in crucial decisions, connect your company with strategic partners and help you get to the next level.

Your legal counsel and CPA should be well known organizations with a long list of successful, well known organizations on their client roster and they should have a lot more to offer your company than just their fee based services. Again, these organizations should be able to set you up with partnerships that will help grow your business. As far as corporate awareness you must include a publicist. The publicist that you choose must be well versed in their comprehension of your industry genre.

They must be able to take your company and get you in front of the proper audience that is conducive to enhancing your growth potential. They must be able to demonstrate their knowledge of viral online marketing as well as traditional means of radio, TV and article promotion. They should be able to reach into their contact list and set you up with one interview after another targeting your specific audience.

These are just a few things to take into consideration when you jump on the fund raising trail. Every individual you have listed on your docs must be able to pass due diligence and have the appeal that reaches into the ‘comfort’ zone portion of the investor’s mind.

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So is business a form of warfare? If it is who are the pawns and who are the kings? Let’s look at the facts and past the 1980s clichs that chant: Greed Is Good and Business Is War as those chanting these phrases are often on the sidelines and not gifted enough to be on the field and playing and have no choice but to live vicariously through those they are jealously watching.

Everyone wants to be a player but in this industry you need a lot more than drive you need connections and capability. By connections I mean global political, global corporate, international finance and more. By capability I mean nerves of steel, the ability to bath in acid and swim with sharks and eat class for breakfast. This is one of the most stressful industries I know of with a burnout rate that is off the charts and any other global consultant that I know has struggled with their demons to stay on the top of their game. Business, by all categorical definition is War.

There are winners, losers, economies rise and economies crumble all because of global commerce. Global commerce as you know is control over the masses by an elite few. The elite are not the government officials as they themselves are pawns in a much larger game that even they don’t understand. Commerce and finance are numbers on a computer screen and fractional reserve lending, the IMF and other organizations at the end of marionette strings to impose the will of the elite on the global populace.

War in the form of economics is ongoing whereas war with guns and the military is to make a statement. Economic warfare is trade sanctions and limiting technology that will enable a developing nation to grow which will disable their industrial capabilities so that instead of a thriving economy they are dependent on the involvement by industrialized nations. With the Bretton Woods Convention in 1944 and the reconstruction of Europe and the doing away with the gold standard the above mentioned Numbers On A Screen are dictated by who holds the most economic collateral to enforce their idea of numbers.

This group of elites has the economic and military power to impose its will and enforce the idea that the numbers that they place on that screen are etched in stone and if those numbers demonstrate a Loan to a developing nation, though no actual empirical capital has been transferred, that developing nation now becomes a willing pawn in the overall game of economic warfare. So there you have it, business is indeed a form of warfare. This industry of global finance serves as the royal court while those around us are forced to play by the rules we invent and enforce.

I’m not saying that this is a good thing, I’m not exactly proud to be part of the problem but this is the awkward reality. I know you’re waiting for a happy ending or an idea that will help create a solution but I don’t have one.

When my firm is brought in as a strategist and alliance facilitator for global rollups, acquisitions, mergers and IPOs we try to create as many jobs as possible but let me ask you, by creating more jobs are we just perpetuating the problem of the masses being controlled by the few?

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