April 18, 2011
Meet The New Machiavellian Strategies Formulator
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.
Filed under Blog by Pete Jobs
December 21, 2010
Non Recourse Stock Loans & Stock Loan
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!”
Learn more about Taking Your Company Public. Find out how to Raise Capital Fast by taking your company public
Filed under Blog by James Scott
November 12, 2010
Advantages To Taking Business Public And Chinese Expansion
Global consultants are all preaching the need for IPOs and eastern expansion into major Chinese markets but very few have the knowledge on exactly how to accomplish this and even less have the contacts to make such ventures happen.
In order for a company make a cross boarder expansion into a massive market like China work the consulting firm must have powerful local and federal government contracts as well as regional and local business leaders that can support the transition. Get ready to make payoffs as this is still the way developing nations operate and during an audit there are always three sets of books, one set the company shows the government for taxes, one they show to clients to earn their business and then the actual books which are only shown to insiders. Without the proper synergies in place by the consultant and the regional power-base you can forget a trouble free expansion. Consultants who are taking their clients public in the United States and then engineering international expansion and global strategic alliances are connected, in a big way to law makers on all sides as this is the only realistic way to facilitate a global expansion. I have been in this industry for 25 years and there is one company that is constantly in the news and on the tongues of global strategists for their ongoing track record for successfully taking companies public and facilitating global expansions on behalf of their clients at a speed that is simply staggering. Princeton Corporate Solutions is one of the only true global expansion strategies consulting firms. Their CEO, James Scott has established himself among US, EU and Chinese governments and regional lawmakers as an executive with the contacts to make or break a local industry in a developing/industrializing nation.
“It’s all about synergy”, Scott explains, “when taking a company public the corporate infrastructure must be in place and the professional pedigree of the ‘C’ level executives and board of directors must be in place. After this the company can focus on inter-industry alliances and then step onto the path of going public and that path will typically start with the OTCBB if the company has ambitions to grow onto the NASDAQ”.
And as for international expansion Scott explains, “Once again, it is about synergy. We always help our clients piggyback off of the successes, distribution and alliances that we have set up for previous clients and whenever we can put another successful entity into the mix, it strengthens the position of all parties involved”.
International consulting firms agree that the one true, viable fund raising strategy is a public offing with powerful post public investor relations in place to create a market for the company and global expansion takes more than elbow grease and know how but a plethora of contacts that cover all the basis’.
For Global Expansion Strategies try these links Wiki Power, or This Consulting Firm or contact your local Congressmen
Filed under Blog by Brad Heatherington
October 2, 2010
Power And The Flipside To The Pyramid Of Influence
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.
Filed under Blog by James Scott
September 13, 2010
Take Your Company Public: You Need Strategic Alliances
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.
Take Your Company Public For Less Than $50k Free Video Download , call Princeton Corporate Solutions at 267-233-0183 Take Your Company Public For Under $50k
Filed under Blog by James Scott B.
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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Filed under Blog by James Scott
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.
Want To Grow Your Company? Free Reverse Merger Info Video , call Princeton Corporate Solutions at 267-233-0183. We can also help you create Global Strategic Alliances
Filed under Blog by James Scott
Whether you’re trying to raise debt or equity capital there are still certain unwritten rules that apply that cater to the mentality of today’s investor and funding community. Certainly there are scores of private placement memorandum and business plan chop shops that wouldn’t know how to properly consult with your company or write a fundable document even if they wanted to but they will gladly take your money to throw together a template and try to pass it off as custom work.
The issue is this, it’s not necessarily the consultant, though these fly-by-nights shoulder a large portion of the blame, but the client usually doesn’t even have the proper structure in place to attract a funding source even if they had the most incredible PPM and business ever to hit the venture capital marketplace. Here is a simple (very basic) way to evaluate your company to find out if you are properly structured to attract capital. Have a corporate meeting and ask yourselves the following questions: What type of corporate structure do you have and why did you choose that particular structure? Break down your executive infrastructure, where do your individual executives stand in your industry, do the unthinkable, Google everyone’s names; are the people running your company real industry players? Are all the basic positions accounted for (president, CFO, controller etc)? Next, look at your advisory board and board of directors. If by some miraculous act of God you actually have these two groups represented in your company, how did you qualify them? Sorry but if you have an attorney on your board because he’s, um…well, an attorney, that’s not good enough.
You need an industry specific legal guru who not only spells out the intricacies of your business genre’s regulation but they must also be actively qualifying potential strategic partnerships as alliances for your company. He should be reaching into his client base and actively picking companies that could enhance your company in distribution or in any other way that will have a profitable outcome for all involved. Each of the members must be serving a similar purpose.
Next, on what criteria are you basing your share price or loan amount? If you don’t have a clear cut ‘use of proceeds’ model, you need one. This and many, many other questions need to be asked before you are actually ready to raise capital and in all reality, until your corporate structure is in place you shouldn’t even attempt to write a business plan or a private placement memorandum. If you are serious about setting up your company to attract investors you need a turnaround consultant, you can’t do this on your own. There is an entire industry that centers around structuring companies for their first and ongoing capital raise.
Before you blackball your company by prematurely attempting to raise capital, the critical concepts you need to keep in mind are (precisely in this order): corporate structure, infrastructure, advisory board, board of directors, use of proceeds, business plan, private placement memorandum, investor finder, funding. Look at each aspect listed here as its own item, break it down and analyze every minute aspect of each element and look at everything objectively and eventually your company will evolve into a structure that is fundable and stabilized for years to come.
Want To Grow Your Company? Free Reverse Merger Info Video , call Princeton Corporate Solutions at 267-233-0183. We can also help you create Global Strategic Alliances
Filed under Blog by James Scott
May 22, 2010
Shell Merger – Reverse Merger – Reverse Merger Blog
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.
Want To Grow Your Company? Free Reverse Merger Info Video , call Princeton Corporate Solutions at 267-233-0183. We can also help you create Global Strategic Alliances
Filed under Blog by James Scott
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!
Need Real Estate Partners and Funding?Need A Corporate Consultant?, call Princeton Corporate Solutions at 267-233-0183We Can Transform Your Business
Filed under Blog by James Scott
Are you a business owner raising capital with a Regulation D Rule exemption (504, 505 or 506) also referred to as a Private Placement Memorandum, PPM or Offering Memorandum? If you are using this mechanism to raise capital then you’ll, no doubt, have to have a solid comprehension of the most distinct and important part of the Private Placement Memorandum referred to as the ‘Offering Circular’.
When your consultant or attorney is asking you for details on everything from business location to management, from dividends to risk details, you need to make sure that this information is complete and accurate. You’ll need to audit the documents after they are completed. A solid Offering Circular has kept countless companies from being sued by investors that didn’t get the investment return they were anticipating.
While the business plan is meant to grab the initial attention of the investor or funding source, the Offering Memorandum is meant to spell out the down and dirty details of the venture so that you are protected from lawsuits down the road, while simultaneously exposing the various ins and outs of your venture to give a ‘reality check’ to the investor before they hand over the cash.
The offering circular needs to be powerful yet very compact without the redundancies of using space to say the same things over and over again to pull the investors attention from the negative to the potential profit margins or management’s impressive pedigree. With all this said, yes it’s true the offering circular is one of the parts of a PPM spells out the technical aspects of the enterprise with a focus on inherent risk of investing but this can be done in a balanced way to also demonstrate the positive aspects of your venture by giving solid descriptions of your management team and, in place, distribution centers and contracts in place ready for capitalization.
When authoring the offering circular demonstrate the risks with a well balanced demonstration of the system in place to overcome these risks and dominate your market niche.
Go Public With Your Company, call Princeton Corporate Solutions at 267-233-0183Take Your Company Public the easy way!
Filed under Blog by James Scott
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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categories: public company merger,public reverse merger,reverse cash merger,reverse ipo,over the counter bulletin board,over the counter bulletin board otcbb,princeton corporate solutions,james scott
Filed under Blog by James Scott
April 23, 2010
Take Your Company Public: Is Business A Form Of War?
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?
Want To Grow Your Company? Take Your Company Public, call Princeton Corporate Solutions at 267-233-0183We Can Make Your Global
Filed under Blog by James Scott
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!
Filed under Blog by James Scott
So many companies dream of going public both as a growth and exit strategy but unfortunately few succeed with this process. The third party audit, sponsoring of the S1 and 211 by a market maker and SEC comments stage is just one of the obstacles involved with taking a company public. The attempt at going public and actually achieving a symbol are two entirely different things and if you are lucky enough to achieve a symbol there’s a completely separate area of expertise needed to keep your stock trading and to preserve a company’s longevity in the marketplace.
Here are some things you need to keep in mind when gearing up to take your company public. Forget everything that you’ve read and heard and pay attention to what you’re about to read because this is the straight forward, objective reality of the process. First, do not hire an attorney to take you public as they will take you on a long drawn out process to get as many billable hours as possible, instead, hire a consulting firm whose sole business model is to take companies public and take advantage of the relationships that they have with attorneys. This is the first rule: hire a consulting firm that offers a complete A to Z turn-key solution for taking a company through the process of going public, achieving a symbol and preserving the trade with a solid, ongoing post public investor relations strategy.
Next, when you’ve decided on a consulting firm evaluate their team, don’t ask for references to call to research their track record, better yet, ask for symbols of previous clients and links to the Edgar database to check out current deals in the comments stage. The proof is in the empirical track record, not potentially fraudulent phone references that are easily engineered and BS.
Now look at their team. Make sure that the consulting group has a solid legal team, market makers, investor relations team, auditing group and someone well versed in the comments stage response as this can be one of the major hang-ups in achieving your symbol in a timely manner. Also, most important, they absolutely MUST have a solid group of investors to fund the process for equity and to sell their shares into the marketplace post public to create a market for your stock as well as a network of market makers familiar with your deal to piggyback off of the sponsoring market maker’s 211.
About one month away from symbol achievement you’ll want to meet with your consultants to get a solid IR strategy together for a big offering dbut. You will want to set up a strategy for 30 day IR intensives every other month with general corporate publicity strategies in between. I suggest changing your IR firm each quarter to keep it fresh and open up your trade to a new network of investors.
One special note to consider is that when you are raising your initial round of capital from seed investors, the fastest way to do this is to have a fist full of contracts and purchase orders in hand to strengthen your position and publicize this reality with an arsenal of press releases. Its 100 times easier to raise capital if you are showing seed investors a handful of ‘soon to be’ cash than to solicit them empty handed.
Obviously there are a multitude of other issues that you need to take into consideration when going public so find a consulting firm that can help you make it happen. Don’t try to venture out into these waters on your own as you’ll be diving into shark infested waters and you’ll almost certainly fail.
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!
Filed under Blog by James Scott


