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.

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.

Taking A Company Public: The Roadside To Public Markets Is Littered With Companies Like Yours
It’s a sad fact, the roadside to achieving a trading symbol and succeeding in volume trade with the OTCBB, NASDAQ and NYSE is littered with the carcasses of companies just like yours. I don’t say that to discourage you but to help you approach with caution. You’ll obviously have a consultant that is helping you along the way. You’re better off finding a boutique consultant rather than a high volume facilitator. Boutique firms will structure your company pre public in a way that will get the stone ball rolling and building momentum so you can steamroll right through the IPO process and up and over the critical market creation aspects of generating trading volume post public.
Volume trading is the only way your company can succeed in the public marketplace. A volume-less public company, regardless of the exchange, is like the cast skin of a snake, a substance that is shriveled up and dead with no pulse, no movement and no hope of anything better than what previously was. A company with solid and even mediocre trading volume will allow the company to collateralize it’s securities for cash, lines of credit, loans, acquisitions, merger facilitation and just about anything else a company needs. Obviously too much dilution too quickly can damage a company so just as with taking in strong alcohol, all things in moderation.
A candle burns out quickly if it’s lit on both ends so have your strategies team create benchmarks for steady growth. Think about the Sun Tzu method of ‘slow, slow, quick, quick’ and apply this to business and to steal another concept from the Art of War, don’t burn out your troops with constant warfare, take time to step back, regroup and reevaluate. The plan laid out for this year as of today, will most likely be adjusted in two months. This is normal and as you’re making these adjustments, there should be a chain reaction of positive reactions down the chain of command that cater to this adjustment by informing alliances, employees, consultants and associated management.
If your company has brought on qualified consultants, use your head, listen to them. Don’t be bureaucratic with minor decisions. Micromanagement has never worked and is the biggest reason for company failure. Company founders need to know when to step back and step away. Don’t try to figure out and approve a process in which you have no background. The ego often times cripples the growth and crumbles the spine of what could otherwise be growing and prosperous companies.
The ego, unqualified staff and intricately involved founders will grow your company the first couple of years but will obliterate your chances of expansion down the road. Qualified management, absence of the ego, strong alliance and a process that centers around scalability are what will take your company over the top and successfully into the global market place.

Taking A Company Public – S1 Lawyers – PCAOB Auditors – Investor Relations – Advice for New IPO Consultants
As a strategies consultant my firm deals with IPOs on every scale whether we are the lead group on the project or not. Sometimes we run the project and put our own team in place, others we are part of a team for another consulting firm. One thing that I’ve learned is when is our project we need to take the ‘lead role’ because at the end of the day everyone just sits staring unless they are given exact descriptions of what needs to be accomplished and in what timeframe.

In a perfect world I could send instructions via telepathy from my armchair recliner but for now I need a cell phone, laptop, conference line and plane tickets. The second thing I’ve learned is to create new relationships with caution and to protect the relationships that I have in place. To do this I have found myself turning down twice as many projects as I take on and as time goes on I’ve made myself less available for new consultant relationships that I did earlier in my career.

The objective is to retain and strengthen relationships as opposed to burning and creating relationships. This industry is polluted with fly-by-night, wannabe consultants that will drop your name like crumbs from a table and at the end of the day when they are off selling printers or franchises, you’re left piecing together the shattered remnants of your once flawless relationship. Here is a word of caution for new consultants trying to break into the world of IPO facilitation, corporate strategies and mergers and acquisitions, watch your back.

If you’re doing an IPO don’t jump at every deal that comes your way; instead, stand back, examine the deals being pitched to you and slowly progress from there. Don’t rush. If you’re being contracted to orchestrate an IPO on the OTCBB, after you’ve examined the deal, checked for holes in the business model, UCC filings, corporate liabilities, executive pedigree and the other basics, consider the team you’d put together. A public company is nothing without a market so I will typically start with evaluating the investor relations strategy.

This is a relationships business don’t go blind, get IR referrals from good sources and check previous trading symbols and references as Investor Relations companies are typically run by Florida based, ex-stock brokers who got their licenses snatched from them for fraudulent activity. Obviously you’ll do the corporate strategies, structuring, board of directors selection, strategic alliance and globalization in house so the next team member you need is your S1 comments team. This will be a law firm, don’t hire a consultant that claims to be able to do it on their own.

A good consultant will have the client’s best interest in mind and a lawyer with a license to practice that could be jeopardized by stepping out of bounds is the best way to keep the process in check. I can’t tell you how many times I’ve brought on an s1 attorney who seemed promising and turned out to be a back stabbing scumbag. The reality of having to change out your s1 attorney on a project is 50/50 the key is to do this before the s1 is filed so you don’t lose time and take on liabilities that are not necessary. You’re going to need to change out members of your team during the process, this is just a fact but the strategy is to change out these individuals before it’s time for them to step up and initiate their part of the deal. With an s1 attorney it’s good to get them started with a PPM (private placement memorandum/regulation d 504, 505 or 506) review. You can test their interaction with the client, other consultants and see if they are trouble makers. It’s at this point you’ll be able to test their ability to work under stress, their speed and work ethic. The s1 attorney should be the referring agent to the Market Maker for the 15c211 filing with FINRA if you’re new to the business.

Good s1 filing agents are constantly being lobbied by Market Makers and should have a file of options ready to go. A good consultant will stay in for the long haul to help the company grow. You should stay on to help your client keep the board in check as well as assisting them with growth strategies. Identify potential acquisitions and mergers and build relationships on behalf of your clients via strategic alliances as your portfolio of contacts grows.

Take care of your client and protect them. You’ll often times be the bearer of bad news and this is never easy. Accept constructive criticism but never stand for unprofessional venting with profanities and blatant disrespect from anyone. Don’t get emotionally involved with your client’s business, it’s their company, not yours so at the end of the day don’t take it personal if they bring on a new consultant or seek a second opinion. Relationships will come and go, clients will come and go but at the end of the day, when you’re sitting at your office chair, the room is quiet and you’re all alone all you have is your peaceful conscience and your integrity, don’t jeopardize either one.

Going Public – Take A Company Public – S1 Attorneys – PCAOB Audits – The Alternative Universe Of OTCBB

The undertaking of a public offering on the OTCBB, just as with the NYSE and NASDAQ can be tedious, strenuous, exhausting and an ongoing perpetuation of one failure after another until you just throw in the towel and call it quits; but it doesn’t have to be that way.
Going public can be rewarding, prosperous, empowering and the beginning of massive capitalization and international expansion. There are two things to remember when putting your ‘going public’ plans together. First: don’t be naïve by thinking that you can do it yourself, you’ll certainly fail as this process has too many components and is infested with sewer rats that will climb on your back for a free ride just in case you make it. Second: be smart and hire an IPO Strategies Consultant. This type of business consultant is rare and difficult to find as they are in demand globally because of the streamlined manner in which they are able to take a company public. Strategies consultants that specialize in pre public corporate strategies and structuring, IPO facilitation and post public investor relations planning and mergers and acquisitions. They’ll expedite the public offering while giving your company a powerful foundation conducive to hardcore domestic and global expansion.
The road to becoming a publicly traded company is littered with the carcasses of companies that either tried to complete the process on their own or corporation with the foresight to hire a consultant but battled the consultant on each portion of the process and added so much stress to the deal that the consultant threw in the towel and moved onto the next project.
Word to the wise, this is one industry that you, the inquisitive self taught or over educated doesn’t stand a chance. The intricacies of this industry are of such proportions that unless you are completely submerged in this business for years with 80 hour work weeks you won’t even crack the surface of what it takes to go public and stay public and grow through expansion with a solid trading volume to monetize your company’s securities to create expansion capital.
Find a consultant, step back, keep your cell phone hand and leave this to the professionals while you reap the rewards. You’ve earned it! Through your blood, sweat and tears you’ve built your company. You’ve created jobs, contributed to the economy, paid Uncle Sam his pound of flesh, you deserve to succeed. Use the process of going public to create wealth for your family, long term job stability for loyal and hard working employees and a product or service distribution that spans the globe.

Hiring An S1 Attorney? Taking A Company Public? Watch Your Back
For companies wanting to go public the basic understanding is to find an S1 attorney that will look out for your best interest and make the process easy. But what you’re not thinking about is the subsector of predatory attorneys that just look at you as easy prey. They’ll jump into your company, distract you by confusing you with technical jargon, fast talking and stressful scenarios that could never happen and when you’re not looking they’ll carve out a nice fat piece of equity on top of their excessive fees that pile up as they rob you blind with their insularly fees.
Qualify your S1 lawyer the way you would a blind, deaf, mute, quadriplegic proctologist before you go in for surgery. The fact that they can do what you’ve read in their promotional material is possible but most likely won’t happen, not that it can’t happen it’s just they can’t make it happen. Got it?
Be wary of S1 attorneys that will try to confuse you and distract you from your original goal. Let’s say it was your goal to go public on the OTCBB, the attorney who wants to take you for a ride will distract you with statements geared towards farfetched issues to scare you into submitting to their, not so far off, actions of adding fees, slicing off equity and other things of this nature. A perfect example is an attorney who gets involved with the client’s PPM share price with oppressive authority. If you’re company has a valuation of $3m they are trying to tell you to sell shares pre public for $1.00 or so which is absolutely, completely unrealistic, especially when you look at existing in the post public arena. They will tell you that at .20 cents per share pre public your pre revenue company will never have a chance to get on the NASDAQ (NASDAQ should be the furthest thing from your mind at this stage as you should be focusing on your pre public share price and post public IR). If the predator S1 lawyer sees you’re organized and have a solid comprehension of the process they will take away your confidence in those around you to gain more dependence by you. They will tell you that you can’t pay your IR firm the way you’ve already pre negotiated or that they are dirty or whatever.
When it comes to the PCAOB audit they will absolutely insist on you using their guy even though he charges twice the amount of other firms that gave you a quote and you can rest assured that the markup is their commission for scaring you into using this firm.
At the end of the day the predatory S1 attorney will confuse you, up-sell, over charge, scare, belittle and whatever else they have to do to make sure that at the end of the day they can get away with charging and taking everything without having to deliver anything and it will be structured so that the blame falls on you for not fulfilling the obligations set on you by the attorney. Good luck out there!

Taking A Company Public – Choose Your S1 Attorney Wisely & Watch Your Back With New Board Members
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 naïve. 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.