Take My Company Public: Survival Of The Fittest

What happens when politicians perpetually fail the people of a nation? What happens when lying, steeling, cheating and other grotesque displays of a primitive mind become mainstream with those who have been elected to govern our nation?

The answer is simple, natural law kicks in and the Darwinist notion of Survival Of The Fittest becomes the new reality. Don’t think for a second that your children can’t see it and I f you pay attention you’ll notice it with the crowd around the water cooler and even the racquetball clique. People, smile and goof off less and synergize more. The subconscious, primal survival mentality of our fight or flight ancestors is now dictating our moves as we are once again in survival mode.

Here is what I’m seeing in global commerce. Companies and entrepreneurs that would normally go out of business, claim bankruptcy, lick their wounds and go sell insurance for a living are now seeking synergistic relationships with other like-minded professionals.

Today, I was contacted by three different men: one was a performing and non performing note buyer who made great money but wanted to expand and go public, the second call was from real estate investor who owned around 2.5 million dollars in property, had liquidity and money in the bank but was afraid to do anything until he has a strategy for taking his company public and the third gentleman had a construction background in the luxury home industry and made great money but also had around 3 million dollars in commercial real estate holdings.

Each of them said, “my goal is to go public but I would like to team up with other men just like me so that together we can make a huge success of the public company”. Now obviously that was not verbatim but you get the point.

When I got off the phone, I walked down the hallway from my office to the conference rooms, grabbed some coffee and slowly walked back to my office and then…a moment of Zen, it is time to bring out the merger machine! I immediately got on the phone, called all three clients and within 2 hours had all three of them doing back flips in their living rooms. We took the strengths of each of these men and put them together into an entity that will work.

Don’t give up! Whatever you do, you must never give up. Don’t believe for a second that your Senator or Congressmen is going to do or is even capable of doing anything to improve your position. If they were drowning in a lake you would be the first person they grab and use as a flotation device. Open your eyes and take it all in. Are you fit enough to survive?

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S1 Filing – How To Spot The Attorney That Will Make Your Nightmares Come True

I deal with S1 attorneys all day every day and most of them are entrepreneurial, hard working and interested in helping you in any way they can but there are also a lot of bad ones out there. If you are taking your company public the last thing you want is a broke as a joke s1 filing agent.

I recently had the misfortune of working with (for a very short time I might add) a New Jersey lawyer who had us all convinced by her pepper gray hair and fluency of legal jargon as a second language and quick calls to what she had us convinced where big shot investors who had millions to put into this and other transactions we brought her way.

During initial negotiations she and I sat down in a coffee shop and went over her equity position and fees in the transactions that she’d be working on for us and it was pretty simple and straight forward. I would have my team organize and structure the company and transaction and she would simply file the s1 in exchange for 2% to 3% equity. Pretty nice payday for minimal work and gaining equity in an average company producing $5m+ per year.

Ah yes, but when it sounds too good to be true it is and when it seems too easy of a negotiation…it is! When she sent us the contract she felt the need to add a few percentage points to the tune of 7%, making a total of 10% equity and she also was charging an extra $10k to fill in the blanks on your prototypical PPM doc. Why did she jack up the price? Her response was, “This S1 will have comments”. I almost died laughing. Of course it’s going to have comments with the SEC, that’s why it’s called the ‘comments’ stage.

We talked her into taking 2 payments for the $10k, half upfront and half on completion but we really should have dumped her right there. She didn’t want to keep her word on that either so I paid her the last payment before the fee was due and just got rid of her.

Turns out she never filed an s1 before and her whole act was a sham. She was desperate for cash and nickled and dimed us the whole time. I laugh about it now but it wasn’t funny when it happened. We lost over a month of transaction time because she couldn’t tell the truth.

The client was going public on the OTCBB with a valuation of around $5m, her suggestion was to raise capital pre public for $1 per share because the company would have a hard time qualifying for the NASDAQ if it started at anything less than $1. This company was years away from even considering the NASDAQ as an option but her in experience and need to prolong the deal to rape us for fees was so blatant and careless that she did everything she could to add as much confusion to the deal as possible so that no one knew what was going on, therefore she got away with a lot and was able to pick our pockets for weeks before we got rid of her.

The moral of the story is this: not all attorneys are rich. The truth is, most are very modest as far as their earnings. There is too much competition these days so there are predatory lawyers out there that will lie, double talk, triple talk and run you around in circles. All the while the clock is ticking and they are billing you like it’s going out of style. Watch your back with the dead broke S1 lawyer.

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Taking Your Company Public And How To Raise Capital In Tough Times

As the unfortunate recipients of a bastardized economy whose immediate future is as grim as the past two years there is a massive economic shift. Banks are crumbling towers of cards and executives in charge of this so called ‘rebound’ effort are about as qualified as a blind, deaf, mute, quadriplegic trying to win the iron man. In short, at this rate we’re in big trouble.

How ca a global economy prosper when we have intellectual midgets at the helm as nothing more than marionettes dancing to strings attached to the fingers of bureaucratic madmen controlled by power, greed and the need to dominate? The answer in short, take the control out of their hands and put it in the hands of the people. Companies need to stop looking to the government and bailout legislation for assistance.

“What the government Giveth It Will Surely Taketh Away”. The government gives only to receive ten fold. Banks and institutional finance are under the thumb of the Federal Reserve, a private organization keeping the citizens of this country in debt with fractional reserve lending and FDIC criteria that turns well intentioned banks into armed henchmen.

The only way to step out and take control of our economic fate is to step out of the institutional mainstream and all things associated with the traditional ’system’. The best way a company can do this is by going public. Taking your company public allows you to take control of your financial destiny and take advantage of the OTCBB (Over The Counter Bulletin Board), London Exchange and Frankfurt Exchange. The NASDAQ and NYSE are great but flawed by institutional over involvement.

Align yourself with globalization consultants that can take our mid size regional company and transform it into a well oiled, economically viable international powerhouse. Going public can offer you the financial means to eliminate the fragility that automatically transcends into your business model when held hostage to the institutional mainstream. You have a great product or service, you have customers, go public and then go global. Nothing is holding you back from there. Your future is bright! Now get out there and make it happen.

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Take Company Public: Understanding The Political Machine

Our firm takes small companies and industry genre leaders public in the United States. We specialize in the OTCBB, A to Z facilitation as well as NASDAQ IR and strategies consulting. We work with global corporate entities from Greece to China, from South America to Europe. I say this not to boast or market myself but to give you some comfort that what you are about to read is based purely on experience and absolutely objective and if you are about to take your company public or trying to turn-around or restructure your public entity, this information will be of tremendous help to you.

I see companies rise and fall before and after the ‘going public’ process. Some companies have great ideas and constantly struggle, some are hardly worth their weight in pocket fuzz but thrive and to understand why we must step back and look at a public and pre public concept as you would a globe that you can set on a desk and spin slowly over and over again. Stand on the desk and kneel on the ground, stand on your hands if you have to and the point of this exercise is to look at your public entity from every imaginable angle searching for any and all chinks in the armor.

Think past the basics of going public. Any informed CEO, COO or CFO of a pre or post public entity will comprehend the basics: you’ll have a first round seed capital raise, you’ll need a solid board of directors and solid executives with an appealing pedigree, your company needs a viable and yes, ‘recession proof’ product or service. You need a solid pre public corporate publicity strategy to make your company stand out like a blinding beacon with strategies that wrap around the corporation as well as each executive to increase the market awareness of their existence in the industry power structure and of course you’ll need solid and massive post public investor relations to stabilize and grow that stock price.

Now here is something that you may not have taken into consideration but is a necessity to filling in the gaps of your corporate profile as well as strengthening those invisible inferiorities in the corporate armor. Political power structure contacts are a must. Yes, political in every sense of the word. I mean you need strong contacts in your operating country’s political electoral system of influence to gain access to those ‘no bid’ contracts. It’s a mandatory evil that separates the men from the boys. Get to know lobbyists, congressmen, political attorneys, senators and most importantly get on a first name basis with the direct executive assistants for each of these players as they are the ones that will make the introductions.

Your face needs to be seen in the papers and journals alongside of these power players. Your name needs to be mentioned in cigar filled rooms where these individuals congregate. Don’t think for a second that hard work, blood sweat and tears will get your company to the next level; it’s all about connections and the public conception of you and your company.

Simultaneously you need to take into consideration the social political conception of your company. Truth be told, celebrities and corporations get involved with charities and socially conscientious callings such as Poverty Awareness, Haiti Financial Assistance, African Relief and like strategies not necessarily because they have a spiritual awakening and want to make the world a better place.

These companies are piggybacking off of the free press and the social idea that free money to charity somehow justifies the means in which they earned it. Free handout charity affiliation has a way of wiping the slate clean and telling the public that if they buy your product or use your service they are, in some strange way, making the world a better place and instantly something that was once considered a guilty pleasure (such as a $5 coffee and $8 scone from Starbucks) is now a socially responsible action because .02 cents per $20 net profit intake goes to pay for coffee beans that grow in a third world country that is trying to ‘get by’ and grow organic, whatever.

Going public is one thing, staying public is something entirely different, staying public and profitable is almost unheard of. Increase your chances of success by looking at all the angles!

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Take A Business Public Correctly – Now Success Can Be Yours

Real corporate success is made up of multiple elements.

A public corporation, just as a private company is composed of several contributing factors that dictate the outcome of its success. If you visualize your corporate entity as the ‘hub’ of the wheel and each spoke as a ‘contributing asset’ to the company you’ll find that the more spokes in the wheel, the more weight the wheel can carry as its strength rests on scores of unified connections working together, each with one simultaneous point of interest, the hub.

These hub connections can be anything that contributes to the overall success and perpetual, yet controlled, growth strategy of the company such as: a dozen strategic partnerships that act as growing distribution channels for your product or service, finance alliances that take care of your growth capital needs, multiple legal professionals that you can tap into for advise and corporate strategies, dozens of companies within your industry that focus on a different element of the industry but cooperate as a referral source for new business and on and on.

Your goal, in creating a solid, strategically aligned pre public and post public corporation is to keep building spokes and bringing on partners and executives that can instantly contribute to adding more strategic alliances and growth enhancers to your ever evolving and emerging corporate wheel.

If you are a public company, partnerships that you should have heavily represented in your model should be securities attorneys, market makers and broker dealers, several publicists with different areas of media focus, viral publicists, investor relations facilitators and service providers etc. Don’t forget the political contacts and padding contacts. By ‘padding’ I mean contacts that may serve no active role other than having some big names affiliated with your company that can gain attention within and outside your specific industry genre.

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S1 Filing – Take Company Public – S1 Attorney

I wish I could say that I wasn’t writing this article from experience but that would be a lie. I wish I could say that chemistry is never an issue between the consultant, S1 attorney and newly elected board members but that would be nave.

The truth is some attorneys who perform great on some public offerings are an absolute nightmare on other transactions. Some board members with a gargantuan size portfolio of contacts are worth the aggravation on some deals but on others fall flat on their face as they try to take the whole company to the ground with them.
The reality is qualifying an attorney for the process of an S1 filing goes far beyond whether they’ve got time and experience under their belt. You need to ask the more difficult questions that are almost impossible to test for such as, how do they react in stressful situations? Are they open to stepping outside of their comfort zone to engage in cutting edge filing strategies to speed up the offering process? Do they help with the fundraising? Are they able to refer a PCAOB auditor and a market maker to file the 15c211?
These are things that need to be addressed with your S1 attorney but are difficult to actually test beforehand.

Each lawyer is different and all I can say is sit down with them and drill them with a million different questions from a multitude of angles to test their knowledge and their patience. Watch their facial expressions, hand gestures, eye and forehead shift. Look for a bouncing leg or foot and other nervous habits and what questions did you ask to trigger this nervous twitch?

The same techniques can be used for qualifying a board member. The only way to get the best idea of whether there is a fit is to push them to the brink during the interview?

Be careful with this as many qualified professionals could easily take this challenge as disrespect and they’ll walk so don’t be rude or arrogant but with a placid look on your face and a calm voice, drill them and drill them hard.

Many consultants in this industry, myself included had to learn this lesson the hard way and took a lot of time and effort to correct the mistake of bringing on the wrong individual for the solution we were seeking.
This is an extremely high stress industry and the environment is constantly at 100 degrees.

Concentrate on being calm, forward thinking, compromising on some issues and uncompromising on others, write down 10 pages of questions and when you sit down with the candidate ask all those questions and other questions that come to mind during the meeting. Test them, push them and get the right person for the job.

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Global Consulting Firms – Global Expansion Consultants – Take Your Company Public – Change Is Needed

Placid expressions on the faces of the soon to be sacrificed entrepreneurs, “Line up, take a number, politicians are momentarily occupied at the citizen guillotine but they’ll get to you in a moment. Yes, just stand there and wait your turn while the IRS picks your pockets and bankers rape you of your dignity, don’t worry it will all be over soon.”

Is this a little to graphic or a little to real? Which is more upsetting to you? I believe that the fact that the above is the psychological reality of the American populace at this moment in time and that is what’s so disturbing. We are led to the slaughter as sacrificial lambs and we are expected to just grin and take it as it is our patriotic responsibility not to complain. Just take this two ton backpack of burdens, place them on the backs of our infants and move on. Right? I am asked to speak on the topic of global finance, IPOs and corporate globalization internationally and the one common thread I see in every country I visit is that the citizens of the host country feel that it is their patriotic duty to stand there while corrupt politicians place the noose over their children’s heads and slowly suffocate the lives out of them with debt, corruption and the economic burdens of multiple generations.

Truth be told, the patriotic thing to do is ask questions, protect our children from a mountain of growing debt and tell the institutional powers that be exactly what we demand of them. In the meantime what does a company do when they are trying to raise capital to stimulate rapid growth or stabilize their position? The last thing you want to do is open yourself up to the life sucking banking imps who lend with the intent to repossess.

Take the power back, create wealth for your family and your children’s children. Take your company public, start with the OTCBB (over the counter bulletin board) if you can’t qualify for a larger exchange and grow from there. Be smart with your corporate capital and use your stock sparingly and preserve it. Before you sell shares for public consumption, conserve your share price by securities backed loans like PIPEs.

Offer shares to loyal employees and give them a chance as well. Politicians will pick your pockets until there is nothing left, banks are pawns to the Federal Reserve whose sole purpose is to bury you in debt and wrap invisible handcuffs around your wrists. Go public. Create opportunity and wealth and take charge of your own fate.

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Taking Companies Public Via OTCBB and NASDAQ: Is Business A Form Of Warfare?

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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Where Are All The Investor Finder Services? Over The Counter Bulletin Board

Where Are All The Good Investor Finder Services? Companies raising capital whether trying to get a loan, raise equity capital with a private placement memorandum or go public on the Pink Sheets, OTCBB or any other platform has no doubt been told to find a good investor finder. Sure there are multitudes of membership databases like ‘Angel Funding Project’, one of the industry’s largest and many others but where are the ‘investor finders’ that everyone’s CPA and CFO are talking about?

I’ll tell you where, they’ve discovered how valuable their portfolio of active investors actually is and they’ve teamed up with consultants that take companies public and they provide the 40 initial investors needed to qualify for a public offering and they also help supply the capital that the consultants need in order to facilitate the ‘going public’ process. They have gone from making $2,000 here and $10,000 there, to making $100,000 here and $500,000 there by getting involved in the ultra lucrative world of pre-IPO finance and technical facilitation.

They are going from the headaches of trying to get investors interested in placing money with a goofball who doesn’t think he needs a business plan or PPM to raise capital to getting the red carpet rolled out for them at every term by investment bankers, global broker dealers and companies that desperately want to go public but are working with minimal liquidity.

Quality investor finders are becoming more and more valuable as the economy declines in some regions and remains stagnant in others. Good investor finders no longer sell their services, instead clients and strategic partners must sell them on why they should break open their contact base on their behalf. As the global economy changes, new opportunities are popping up everywhere. Investor finders are being heavily lobbied by Chinese and Indian companies who want to merge their foreign corporation with a public American entity.

Any solid consulting firm can take a company public but few have the contacts to be truly considered full service. If you are interested in taking your company public and have a solid business model, find an IR consultant and sell them on your corporate strategy and if they take you on you’ll be raising capital with lightning speed.

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How To Go Public: Make It Easy With A DPO

A direct public offering is when a company raises capital by selling its shares directly to what is referred to as affinity groups, unlike an IPO which are sold by a broker dealer to its customers and the general public through other broker dealers who have customers interested in buying shares in the company.

In IPO’s you have a firm commitment underwriting, where the underwriters promise to purchase the securities for their own account if they can not sell them to customers.

Best-effort underwriting: The underwriters do not guarantee any specific number of shares to be sold, they merely act as brokers.

In an IPO the lead underwriter is referred to as the syndicate manager, he keeps the book and invites other broker dealers to join the syndicate. In a firm commitment underwriting, an underwriter’s agreement makes members liable for any unsold securities, regardless of how much of their allotment they sold. .

In a direct public offering the company sells the shares to affinity groups; who falls in this category? Customers, suppliers, distributors, friends, family, employees and other members of the community. In a direct public offering (DPO) the company places its shares in the hands of those people who are familiar with the company and know the company’s product and management, and are most likely to hold the shares longer because they feel comfortable with the company’s prospects for the future.

Direct public offerings are considerably less expensive than IPO’s and most effective for smaller offerings, for large offerings the sales staff and customer base of a broker dealer are usually necessary.

Since the affinity group is already familiar with the company and its practices it doesn’t put pressure on the company to change the way it does business, and will remain loyal to the company because of it’s presence in the community.

DPO’s are preferable to venture capital financing because it allows the present management to execute its business plan without outside interference. When a small company turns to a single large investor they tend to surrender the freedom to make all the decisions.

In a DPO like other methods of going public today audited financial statements are required. Unlike a reverse merger you choose your shareholders and you don’t have to deal with shady, unscrupulous shell owners.

Shell owners usually keep between 5-15% of the shares outstanding and are quick to liquidate, and they do not have an interest in the well being of the company’s share price. Even if you insert a stipulation in the contract that they can not sell for a year they will find a way of shorting the stock and destroying the share price.

This makes the DPO a preferable option even for companies that don’t need financing but would like to go public.

A DPO does not always require audited financials but if you plan on going public you will need them. So you must hire an auditing firm that is “peer review” or PCAOB.

If you wish to take your company public then you must file a form S-1 with the Securities and Exchange Commission and a form 211 must be filed with FINRA.

A DPO is an alternative to an IPO or Reverse Merger for a company wishing to go public or obtain financing; it allows the company owner(s) to call the shots instead of an underwriter or a shell owner.

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