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Archive for July, 2010

Biotech grants,Biotechnology funding,Biotechnology grants,Biotechnology financing,Genetic engineering funding, Nanotechnology funding,Cloning funding,Nanotechnology funding, Bioinformatics funding, Biotech funding, trends Biotechnology capital, Clean tech funding,Clean tech funding,Clean technology Funding

Corporate Funding & Turnaround Strategies 13 Comments »

So many bio tech, nano tech, clean tech 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.

Biotech grants,Biotechnology funding,Biotechnology grants,Biotechnology financing,Genetic engineering funding, Nanotechnology funding,Cloning funding,Nanotechnology funding, Bioinformatics funding, Biotech funding, trends Biotechnology capital, Clean tech funding,Clean tech funding,Clean technology Funding


July 29th, 2010 |

Tags: Bioinformatics funding, Biotech funding, Biotech grants, Biotechnology financing, Biotechnology funding, Biotechnology grants, Clean tech funding, Clean technology Funding, Cloning funding, Genetic engineering funding, Nanotechnology funding, trends Biotechnology capital




S1 Lawyers – How To Spot The Ones That Will Make Your Nightmares Come True

Corporate Funding & Turnaround Strategies 4 Comments »

S1 Lawyers – How To Spot The Ones 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.


July 26th, 2010 |

Tags: s1 attorney, s1 comment, s1 comments, s1 comments stage, s1 file, S1 Filing, S1 Lawyers, taking a company public




Taking A Company Public & Globalizing Your Company – It’s You Against The Machine

Corporate Funding & Turnaround Strategies 8 Comments »

Taking A Company Public & Globalizing Your Company – It’s You Against The Machine
There is a system in place for globalization. In order to expand you need to become part of the system. There is no organized group of puppeteers controlling your economic fate and for any obstacle in your path there is a solution. Economics and international expansionism is a combination of formula and contacts.
The formula part of the equation is a process of corporate structure and strategic organization. The contact piece comes into effect by having the corporate structure and strategy in place. Seems like an illogical spewing of pointless doubletalk but let me explain.
First the formula for globalizing your company is: board of director and advisory board recruitment and qualification, CEO, CFO and COO recruitment, strategic alliance build out, pre public valuation, modest fundraise, third party audit (PCAOB), S1 filing, 15c211 Filing, Trading Symbol issued, investor relations, growth and globalization via monetized public securities.
The second part of this process is use of contacts. Your company needs to collectively gather their contacts and put them to work. Board members, advisers and C level executives need to pin a map to the wall and place tacks in the geographic locations in which your contacts are represented. Then carve up the map like a cake. Go to work setting up strategic alliances for distribution, legal representation, legislative contacts, promotional partners etc. the objective here is to create ‘mini me’ structures throughout these locations in a way that has strategy and is synergetic to both your contacts and your team of executives and board members.
A quick note to company founders who will be responsible for putting this plan in motion; find a consultant that specializes in strategic planning, globalization and IPO facilitation, they will guide you through the process and believe me, these consultants are expensive but worth their weight in gold. They will help you recruit the proper pedigree of executives, board members, advisors and initial strategic alliances in a straight forward and expedient manner. Why reinvent the wheel and complicate things?
Globalize your product, service or franchise opportunity fast and easy with the proper structure, formula and contacts.


July 24th, 2010 |

Tags: advantages of going public, Advantages of Taking Company Public, Globalizing Your Company, ipo consultant, ipo consulting, take company public, Taking A Company Public.s1 filing




Board Of Directors Jobs,CEO Recruiter,CFO Headhunter ,How To Get Top Executive Jobs,exec recruiters

Corporate Funding & Turnaround Strategies 18 Comments »

If You’re Seeking Board Of Directors, CEO Jobs, CFO Job Offers Or Attention From Executive Recruiters, Here Is What To Do.
Obviously people want what they can’t have, it’s written in our genetic code to desire what we don’t have and fight for what seems achievable. It’s the same with recruiters; if you’re available and eager then you are less desirable of a marketable asset but if you have published work all over the place, how to videos plastered on the web and you are intricately involved with the upper echelon powerbase in your industry niche, the key element becomes having massive visibility, and the reputation for being seen with the who’s who in the industry.
Get your articles published in industry journals and the newspaper. Make yourself available to news affiliates as an industry expert and do the same with radio. Consult for free with industry blogs and websites with high traffic and PR value. Work out a publicity deal in exchange for your efforts
Have an aura of mystery about you. Don’t put personal information on social media sites; only use the internet for professional self promotion. What will begin to happen is first you’ll be asked to advise on transactions such as private company restructuring, then companies in the process of going public, then you’ll be lobbied for advisory board positions with public companies.
After you’ve proven yourself as an active and solid advisor and your name is associated with successful transactions you’ll begin to get the opportunity to serve on board of directors for public companies starting on the OTCBB and eventually the NASDAQ and NYSE.
Once you’ve established a pedigree with empirical evidence of strategy, contacts and the ability to work with a board for the short term and long term betterment of the company, open up the floodgates and let the offers come rolling in.
Board Of Directors Jobs,CEO Recruiter,CFO Headhunter ,How To Get Top Executive Jobs,exec recruiters


July 24th, 2010 |

Tags: Board Of Directors Jobs, CEO Recruiter, CFO Headhunter, exec recruiters, How To Get Top Executive Jobs




What Are The Advantages To Taking Your Company Public? – PIPE Loans – S1 Filings – Corporate Expansion

Corporate Funding & Turnaround Strategies 5 Comments »

What Are The Advantages To Taking Your Company Public? – PIPE Loans – S1 Filings – Corporate Expansion
Companies decide to go public for many different reasons: expansion, need for capital, exit strategy, acquisition facilitation, globalization etc. But what are the real advantages to going public? First, let’s go over the disadvantages. Your life becomes an open book and as an executive your spending habits and failures will be a matter of public information with your annual and quarterly filings. You’ll be accountable to shareholders. You’ll have a board whose main interest is the company and the shareholders no you or your need for a new luxury car, financial bonus or need for a quick loan from the company that was once possible and easy when your company was a sole proprietor entity. You need trading volume and without it your stock is worthless and your company becomes a blind, deaf, mute, quadriplegic (a bit extreme but you get the point).

The advantages are numerous if your company is ready for the public realm. With a solid trading volume, minimal dilution of stock, solid executive management, an active board of directors, powerful strategic alliances and the ongoing advisory of a strategies consultant your company can expand globally, identify and grow through acquisition and subsidiary mergers, purchase entities and services with stock to retain cash flow. Banks and other institutional lenders will make more funding solutions available. Your exit strategy is built in and turn-key.

The most successful public companies have a few common themes built into their infrastructure. They have recruited a proven and tested CEO, CFO and COO with professional pedigrees and track records that are recognized in the industry and media and will bring with them a strong following of partners and solution mechanisms that will typically yield instantaneous, empirical results on behalf of the company. The board of directors is restructured so that major industry enhancing components are represented such as industry niche legal, financial, distribution, domestic and international. Each of these board members will put their contact portfolio to work for your company for immediate and long term growth and stabilization. One other aspect that all prosperous public entities have is a strategies consultant that keeps everything in line. This individual is also what is referred to as a ‘fixer’. This professional will typically stand in the background constantly analyzing every aspect of the company for weak points and correct them. Whether it be a lazy board member, potential acquisition, CEO not pulling his/her weight, potential legal issues etc., this strategist has a keen eye and typically a massive contact base that, when put into place can correct virtually any situation quickly and seamlessly.

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


July 24th, 2010 |

Tags: advantages and disadvantages to going public, advantages to going public, advantages to taking company public, corporate expansion, disadvantages to taking company public, PIPE Loans, S1 Filings, What Are The Advantages To Taking Your Company Public, why take company public




Take Your Company Public – How To Be A World Class CEO and Have Money Follow You Everywhere

Corporate Funding & Turnaround Strategies 10 Comments »

CEO Executive Recruiters – CEO Headhunters – CEO Job Search – CEO Jobs – CEO Positions – CEO Monster – Find the Perfect CEO or Be The Perfect CEO

When my firm goes into a privately held corporation to create strategies for expansion and a solid foundation before initiating the ‘go public’ process the first thing we do is analyze the CEO,CFO and COO professional pedigree and many times the current executives need to step back and allow us to bring in professional ‘C’ level management so that the company can go public, attract investment dollars from accredited and institutional money sources.

To save time we’ll go over the CEO position. This executive will be the public face to the company. They need to remain calm under pressure, respond quickly to critical questions and have a contact portfolio that could choke Godzilla. Within this contact base he/she must be able to create strategic alliances to grow the company’s presence domestically and internationally, take the leadership role to set up pre and post public financial strategies with the CFO and Board of Directors, identify and facilitate acquisitions and mergers to cultivate growth, engage the public via TV, radio and public forums as an industry expert to brand his name, the company name and the trading symbol.

An executive prime for this position will have ample publicity contacts for crisis management and getting the ‘good word’ out about the company’s financial position, new service/product, latest acquisition, newest big contract or distribution source or anything that could trigger trading volume with the stock.

At the end of the day if the company isn’t growing steadily and efficiently and if the company stock isn’t trading at a volume that allows the company to capitalize off of its position, the blame falls on the shoulders of the CEO.

Using the above to initiate the evaluation process of your CEO is a good place to start if you are getting ready to go public or if you are currently public and struggling to grow.

ceo executive recruiters,ceo headhunters,ceo job search,ceo jobs,ceo positions,ceo monster


July 23rd, 2010 |

Tags: ceo executive recruiters, ceo headhunters, ceo job search, ceo jobs, ceo monster, ceo positions, ceo recruiting, ceo recruiting consultant, ceo recruiting consultants, ceo recruiting service, ceo recruiting solutions, hiring a ceo, how to hire a ceo, recruiting a ceo, taking your company public




Take A Company Public – S1 Filings – Private Placement Memorandums – You’re A Tasty Treat For Wolves

Corporate Funding & Turnaround Strategies 3 Comments »

Take A Company Public – S1 Filings – Private Placement Memorandums – You’re A Tasty Treat For Wolves
So many companies make gargantuan mistakes that are irreversible when it comes to fundraising. Whether you’re taking a company public, finding an attorney to file your S1 or using a consultant to write a Private Placement Memorandum to raise capital; you need to know that you are a tantalizing snack for industry wolves.
Companies seeking the above services with ill-informed executive decision makers often fall prey to predatory consultants who have no intention and couldn’t fulfill the services they are being hired for even if they wanted to. Upstarts and fast talkers who call themselves ‘business consultants’ are usually nothing more than resellers of a service who is a boilerplate, template driven organization without the contacts or knowhow to facilitate an IPO, S1 or PPM.
You’ll be pulled in by their promise of delivery and via technical jargon they’ll impress you with their grasp of the technical intricacies and use of terminology that seems so polished and refined but buyer beware; 9 out of every 10 consultants that I’ve come across don’t know the difference between a reverse merger and a direct filing or regulation d rule 504 and regulation d rule 506 and even worse new or wannabe s1 facilitators will often confuse a DPO and an IPO and in the end the client, who doesn’t know what questions to ask, is left with a structure they can’t capitalize. The later is true! A few months back my schedule was completely booked and there was an organization that needed to go public. They were within a 3 mile radius of a lawyer that had been calling me for months to get project referrals so I referred this IPO transaction to her in hopes that she would take care of the client, next thing I know she has the client convinced that a DPO is the best route and authored the PPM accordingly. It’s absolutely ridiculous.
If you’re looking for a real consultant who can actually come through with the above solutions or expansion strategies stay away from the pushy ‘sales’ oriented organization. You almost want a consultant that you have to call 3 times to get on the phone and then have them talk you out of moving forward. They are testing you and your dedication to your company and project. Stay away from ‘broker’ types who ‘love’ your business and don’t or can’t poke holes in your corporate structure, expansion strategy, board of directors or other elements to your business. On another note, walk away from those who try to disguise their true lack of comprehension with technical talk. They are just trying to distract you from the fact that they don’t have a clue as to what they are doing. There are so many distraction techniques. The best consultants start out with, “OK, tell me about your business and what are you trying to accomplish”? They’ll ask about your ‘C’ level executives, product and service intricacies, marketing plan, three year projections, strategic alliances in place, board of directors and more. Your response to these questions will help the strategist formulate a plan to set up a structure that works.

Free videos on IPO, Private Placement memorandums and more at: Take A Company Public – S1 Filings – Private Placement Memorandums – You’re A Tasty Treat For Wolves
So many companies make gargantuan mistakes that are irreversible when it comes to fundraising. Whether you’re taking a company public, finding an attorney to file your S1 or using a consultant to write a Private Placement Memorandum to raise capital; you need to know that you are a tantalizing snack for industry wolves.
Companies seeking the above services with ill-informed executive decision makers often fall prey to predatory consultants who have no intention and couldn’t fulfill the services they are being hired for even if they wanted to. Upstarts and fast talkers who call themselves ‘business consultants’ are usually nothing more than resellers of a service who is a boilerplate, template driven organization without the contacts or knowhow to facilitate an IPO, S1 or PPM.
You’ll be pulled in by their promise of delivery and via technical jargon they’ll impress you with their grasp of the technical intricacies and use of terminology that seems so polished and refined but buyer beware; 9 out of every 10 consultants that I’ve come across don’t know the difference between a reverse merger and a direct filing or regulation d rule 504 and regulation d rule 506 and even worse new or wannabe s1 facilitators will often confuse a DPO and an IPO and in the end the client, who doesn’t know what questions to ask, is left with a structure they can’t capitalize. The later is true! A few months back my schedule was completely booked and there was an organization that needed to go public. They were within a 3 mile radius of a lawyer that had been calling me for months to get project referrals so I referred this IPO transaction to her in hopes that she would take care of the client, next thing I know she has the client convinced that a DPO is the best route and authored the PPM accordingly. It’s absolutely ridiculous.
If you’re looking for a real consultant who can actually come through with the above solutions or expansion strategies stay away from the pushy ‘sales’ oriented organization. You almost want a consultant that you have to call 3 times to get on the phone and then have them talk you out of moving forward. They are testing you and your dedication to your company and project. Stay away from ‘broker’ types who ‘love’ your business and don’t or can’t poke holes in your corporate structure, expansion strategy, board of directors or other elements to your business. On another note, walk away from those who try to disguise their true lack of comprehension with technical talk. They are just trying to distract you from the fact that they don’t have a clue as to what they are doing. There are so many distraction techniques. The best consultants start out with, “OK, tell me about your business and what are you trying to accomplish”? They’ll ask about your ‘C’ level executives, product and service intricacies, marketing plan, three year projections, strategic alliances in place, board of directors and more. Your response to these questions will help the strategist formulate a plan to set up a structure that works.


July 23rd, 2010 |

Tags: board of directors recruiting, cfo, coo, going public, PCAOB Audits, private placement memorandums, qualify a ceo, qualifying a board member, s1 attorney, S1 Attorneys, S1 Filing, S1 Filings, s1 lawyer, take a company public, taking a company public




Strategies Consultant – Expansion Consultants – Taking Your Company Public – The Purist Corporate Strategies Available

Corporate Funding & Turnaround Strategies 6 Comments »

Global Expansion – Taking Your Company Public – The Purist Corporate Strategies Available
Whether you’re a public or private company, expansion should always be at the forefront of your mind. The key to domestic and international expansion is strategic partnerships and publicity. The element of each of these mandatory prerequisites is the almighty contact, nothing happens without them. There is nothing like making a call, giving a quick pitch to a friend and helping them see the light and discovering miraculously that your company is the answer to their market demand, there you go, that’s your first strategic alliance, the first of many.
Facilitating the most effective expansion strategies will typically find success with the consultant with the most contacts. Don’t try to do this yourself; if you had the contacts needed for this process you’d have used them by now, no offense. Bring in someone fresh. Bring in a strategies consultant that deals globally on a daily basis with industries in all spheres including public, private and governmental, east and west.
The economic power a company can achieve with just a month or two of services from a true strategies consultant can completely transform your existing and future entity’s existence. Imagine the power in massive globalization and introductions to powerful CEOs, COOs and CFOs and shareholders and other decision makers in industries that are inter-reliant and just click.
A strategies consultant or consulting firm can give you in a month what your sales force couldn’t give you in a year, expedient and grand expansion in all geographic localities at a fraction of the cost.
Think about it! The same way special interest groups use lobbyists, you can use a strategies firm. Its how all the big guys are doing it. Sometimes the smallest moves make all the difference.


July 19th, 2010 |

Tags: corporate strategies, expansion consultant, expansion consultants, expansion consulting, expansion strategies, expansion strategy, globalization strategies, ipo consultants, Strategies Consultant, taking companies public, taking your company public




S1 Filing – 15c211 – Take A Company Public – Private Placement Memorandums – Redefining The Dream

Corporate Funding & Turnaround Strategies 22 Comments »

S1 Filing – 15c211 – Take A Company Public – Private Placement Memorandums – Redefining The Dream
Once upon a time the American Dream was simple; start a company, grow the company, create jobs and provide a better path for your children. Now the American dream is how to stay afloat, keep your house and remove the daggers that the government is ramming in the small of your back. Your congressman and governor say one thing and do another. The white house takes your tax dollars with one hand and pickpockets you for your lunch money with the other.

Activist bloggers and armchair protesters are against the system when it’s convenient but when the spotlight is off and no one is watching they golf with their senator and take quiet money from special interest groups.

The entrepreneur has been drug into the darkened alleyway, sucker punched, hogtied and left to rot by a system that uses them like a smack-head hits the pipe and as long as the media keeps quiet, the individual entrepreneur feels that they are the only ones engaged in this struggle but this is simply not the case.

The banks wanted more than your house, they wanted your tax dollars and the government gave it to them and in front of the cameras they shook hands and agreed that this ‘bailout money’ would go back into the economy to spark a resurgence in civilian confidence in a system that force-feeds poison and slices off pounds of flesh from it’s zombie citizens.

The reality is, in back room meetings and secret handshakes this money was understood to go into the pockets of corrupt institutional banks and would never make it to local and national economic relief. Knowing all of this, ask yourself, at the end of the day, who can you turn to? What politician at any level can you trust to cut you a break? The answer is simple, none. Look to your right and left and you’ll find the answer. The accredited investor and people investing in people is the only way to slow down the corruption. Of course when the government sees how unity is productive they’ll figure out a way to pollute our confidence in one another with overgeneralizations and hyphenated ethnicities and other politically correct pig Latin that means nothing but divides everyone. In that division is where the government takes hold.

Here is a revolutionary idea. Actually, it’s not so revolutionary as it is unspoken and it goes like this: Business plan + Private Placement Memorandum + Fund Raising = Take your company public. Taking your company public is the only way to take control of your truly productive and marketable product or service and the steps are simple and above.
First start with a professionally authored business plan that clearly spells out your idea and sets the stage for what your company is about and the reality of what is possible. Be truthful. Be honest and the investors will come if you position yourself properly.
Positioning yourself properly in the USA means setting up a structure that the government can control and in this case the minimum requirement for raising equity capital is with a regulation D rule exemption 504, 505 or 506 also referred to as a private placement memorandum (PPM) which is an SEC regulated mechanism for distributing shares in your company for investment dollars. I’m not a fan of big government but Reg D is a good idea and keeps from the wrong types of people raising capital. Regulation D keeps it clean by spelling out the potential risk factors for your company and by using a valuation it will state a solid ‘per share’ price.
You simply put out a certain amount of equity for public consumption and set the share price and offer it to people by staying within the non solicitation standards set forth by the SEC and it’s that easy. After you’ve initiated your fund raising you’ll want to provide a profitable exit strategy for your investors and you’ll want a way to capitalize off of your position so your company can grow. Going public on the OTCBB (over the counter bulletin board) is a great way to expand and raise capital. Have a qualified securities attorney file your s1 and go through comments with the SEC. Have your consultant or attorney refer you to a solid market maker to sponsor your 15c211 with FINRA and wham-bam you have a trading symbol and you’re public. Now just file your 10k’s and 10Q’s throw in some solid publicity and investor relations and you’re off and running.
Stepping outside the system and getting organized will take you places you’ve never dreamed possible. Get out there! You can do it.


July 19th, 2010 |

Tags: 15c211, board of directors recruiting, cfo, coo, going public, PCAOB Audits, private placement memorandums, qualify a ceo, qualifying a board member, s1 attorney, S1 Attorneys, S1 Filing, s1 lawyer, take a company public, taking a company public




Taking A Company Public – Take A Franchise Public – S1 Lawyers – And Public Executions

Corporate Funding & Turnaround Strategies 8 Comments »

Taking A Company Public – Take A Franchise Public – S1 Lawyers – And Public Executions
So you’re going public, congratulations! What is your intent? Is this your exit strategy? Are you trying to create fast capital to bale? Are you looking to pump and dump? If not, keep in mind those that will be coming out of the woodwork to help you are looking for all of the above and they see your company as the mechanism in which they’ll use to facilitate their wealth creation.

Watch your back. Before you decide to go public I have an idea. It’s midsummer here in the north east and around 100 degrees in direct sunlight. Wrap yourself in plastic then put on two sweat suits and a ski jacket and jump rope outside for 20 minutes. What will happen is your body will eventually shut down because too much is going on at once. Your heart is pounding, pulse is racing, sweat pouring, you’re dizzy from excessive heat, you’re dehydrated, you’re skin is flushed, you’re week in the knees and you’ll most likely collapse regardless of how good of shape you may think you’re in.

Now put your company in the same context. When you go public and there are too many people involved in the process keep in mind the first thing to go is a little equity here, some shares there, you’re buddy from college, your mom, dad, employees, consultants, attorneys, accountants and anyone and everyone involved in this transaction. Before you know it your company is picked to pieces and it shrivels up and dies before the capitalization can begin. It’s like picking the same scab on your elbow over and over again. How else can I make my point? Equity in your company is something that should be guarded and protected like you would look after a suitcase of cash in your hotel room. You need to watch out for it, protect it, and hide it from predators.

I had an S1 attorney sit down with me to go over a project I was bringing her in on. She was so calm and I got a great feeling about her. She gave me the whole religious spiel and between that, her grandmotherly appearance and the way she described her professional and educational pedigree, I fell for the con. She told me that she’d only require 2% to 3% equity in the project because of it’s profitability and time in business, I told this to my client and guess what? The contract read 10% equity and $10,000 for a PPM authoring even though we didn’t need a PPM.

That wasn’t the only surprise. She had no experience in direct s1 filings though she claimed to have an expansive pedigree. Her MO was to confuse the client to the point that they would get angry with everyone but her and in the confusion she would continuously get away Scott free. She had convinced the clients that what they really wanted was a DPO, not an IPO and that it was impossible to facilitate a selling shareholder offering to have the investors create the market with free trading shares once the company went public. With the original concept of the IPO this was absolutely possible but she had confused the project so much that the clients, now insisting on the results of an IPO with the mechanism of a DPO and they were blaming me and the other consultants for talking ‘trash’ about this attorney when we broached the subject of changing out the attorney for someone more well versed in actually facilitating IPOs. It was a spectacular twist of loyalties.

Here is my point. This attorney ended up negotiating 5% of the company. That is 5% of the entire company with a valuation of around 10 million dollars. She had no experience and no way to actually fulfill her end of the contract yet she had paperwork and shares for 5% of an existing entity and she was a sham. The clients also gave equity to their local attorney and CPA which made up another 5%. Now they are at 10% of the company. In the end, I could see that this client just wasn’t going to listen to reason and I ended up stepping away from the deal as it was too painful to watch this promising corporation self-destruct by following the wrong people.

Are you going public? Taking your company public can expand your business faster than you could ever imagine as long as it’s not a micromanaged bureaucratic cesspool. Bring in one or two consultants for a pre negotiated total amount of shares and retainer and whatever they do in the form of service facilitation will come from their bank of shares. Protect the remaining shares and don’t give them up to anyone.


July 18th, 2010 |

Tags: franchise expansion, go public franchise, how to take a franchise public, s1 attorney, S1 Filing, s1 lawyer, take business public, take company public, take franchise public, taking company public, taking franchise public




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