If I’ve said it once, said it a million times if you are using a PPM you can only raise capital from accredited friends and family. You cannot send out emails, place ads or blast out your ppm to strangers to solicit funding. I guarantee you will get burned. I just read about another company that broke the sec guidelines and is now in hot water. The sad thing is, they most likely bought a stupid reg d template and threw the offering together themselves and had no real guidance on the process. it’s so sad. In this economy we need companies to pick themselves up and grow, not throw themselves into a bonfire. If you’re doing a ppm by yourself or a consultant you, at a minimum, need to have it read by an attorney and get legal advice on how to use your PPM to get funding in a way that won’t hurt you or the investors. I would even take it one step further, with a reg d rule 504 there are minimal investor sophistication standards and a chunk of the investors don’t even have to be accredited. why not protect yourself even more than the rule dictates. I suggest only using accredited investors and force feed the risk factors to your investors so that there is a clear understanding that there are risks, no transaction is perfect etc. protect your company and make it grow. just raise capital the right way and you won’t have any problems. do more than the law requires to protect yourself and all of those involved.
this was just an off the cuff post after reading yet another tragic story about a company that is being sued for breaking solicitation guidelines with their ppm. my punctuation , spelling and capitalization is atrocious on this one but hey, i care about your business and wanted to bang out this cautionary tale while it was fresh in my mind.

Regulation D – Private Placement Memorandums – Solicitation
Banks were broke, tax payers bailed them out. Who’s bailing you out of your business funding needs? Regulation D Rule 504, 505 and 506 may come to mind. Commonly referred to as the Private Placement Memorandum (PPM), Regulation D is a mechanism in which companies can raise capital from the public via private placement.
One damaging misconception that entrepreneurs have when using reg d to raise capital is that they can directly solicit the public for investment capital; this is not the case. In fact, the PPM is for insiders only and should not be offered to anyone outside of your immediate contact sphere. Failure to comply with this aspect of SEC regulation can shut your raise down before it even starts and worst yet it is something that your competitors will use against you down the road.
Don’t be naive. When you raise capital it’s telling your competitors one of two things, either you’re growing and will become more of a threat and need the capital to expand or you’re in trouble and they will use every angle to sucker punch you when you’re down.

Look past the reality that the SEC will shut down your raise immediately upon discovering your raise was non compliant (and rightfully so, these laws are put in place to protect consumers and bring order to a capital raise). Understand that your competitors are watching you. They are watching how your raising capital, what angle’s you’re using for expansion, what banks and investors you’re talking to for capital, what methods you’re using to communicate with investors whether they are insiders or by direct solicitation to accredited strangers.

Just as your capital raise is winding down and you’re about to start using some of that escrow cash, an anonymous call is made to the SEC (you won’t find out until three months down the road that it was that kid you fired three years ago and is now working in the sales office of your largest competitor). Now the capital is frozen, investors are ticked, that PCAOB audit you had set up before your s1 filing is now on hold because you’re under investigation and your problems are now just beginning.

Word to the wise; first, if you’re using a PPM to obtain funding, do it the right way. Hire a professional and get legal advice so you do get into a gray area of the law. Second, keep a lid on it. Let’s just say you follow all the rules and bring in capital from friends and family and you follow SEC law to the minute of details. When your competition finds out, if they are as cut throat as most trying to survive in this economy they will still drop a line to the SEC, attorney general’s office and even the IRS. They’ll lie and remain anonymous the entire time, the government allows this and at the end of the day you are guilty until you can prove yourself innocent and the false allegations are just as damning as if you had taken the wrong approach to begin with. Watch your back. In this market, everyone is watching. It’s every man for himself. Follow the rules and keep your lips zipped don’t let anything jeopardize your raise.

Do you want to take your company public, expand globally and build a corporate infrastructure that will dominate your industry all at the same time? How would you like to do this with minimal overhead? Then you need to watch this video: http://www.youtube.com/watch?v=9a3FOxAQVjE

Are you a corporate CEO who wants to have offers flooding your voicemail day in and day out? Do you want to become a demigod in your industry? Then you need to watch this video now: http://www.youtube.com/watch?v=_Smt3mYIODE

Do you have a public company that is struggling to gain investor interest and/or confidence? Is your company having a difficult time achieving the volume needed to actually gain a competitive edge for your company? Watch this video and watch your world transform fast: http://www.youtube.com/watch?v=rSQIeXVCnC8

Call Princeton Corporate Solutions at 267-233-0183
Visit our website at www.princetoncorporatesolutions.com

A Private Placement Memorandum Will Not Get You The Funding You Need: A Must Read
For those of you in a mad dash for funding you’ve obviously realized that banks and institutional lenders aren’t going to be parting with their cash anytime soon. The bailout money provided to them by our tax dollars was meant o jumpstart the entrepreneurial community and spike job creation but this just as everything else our government does with the shake down capital it rapes from it’s citizens is nothing but smoke and mirrors. Yes they are taking your money and placing our children in the greasy talon grip of indentured servitude without a choice and yes the banks were suppose to use this bailout money for our economy but the hand is quicker than the eye and here we are again, broke and left in economic limbo as once again the system and the government sucker punched hard working citizens, drug them into a dark alleyway and put the beat down on Joe Public. Who will come to your defense if the government that has an emergency IV hooked up to your bank account and wallet will do nothing but lie as reciprocation for destroying your company, taking your money and pummeling your children into submission as future economic lab rats.
There has been a lot of talk about Regulation d (regulation d 504, regulation d 505 and regulation d 506) also referred to as a Private Placement Memorandum which is a little used process of raising public capital via private placement with an SEC approved process for raising capital for private companies. In a typical economy investors will get involved and let their investment ride while the company restructures and pays out modest dividends prior to the payback of the Reg D payback.
Here is the problem with Regulation D, in these current economic conditions an investor is demanding a built in exit strategy with a time limit and the investment must be done in a strategic, solid manner. A prototypical, off the shelf PPM will have too many restrictions for an accredited investor to be able to sell their shares to a ready market which means the investor will need to hang onto those shares for 24+ months and just hope that the company doesn’t go broke during that period.
Here is an alternative. Use the regulation d rule 506 exemption as a pre public structure to raise just enough capital to get your company moving and use the additional proceeds to go public on the OTCBB (over the counter bulletin board). Place the pre public investor’s names on the s1 so that they can trade without restriction when the company is public just a few months later. There is you exit strategy and optimal capital raise. Make your fund raising efforts count, reg d is a great pre OTCBB structure which will provide the powerful exit strategy that will have investors banging your door down with interest.

The US is a game preserve and the entrepreneur is the endangered species being hunted by political poachers. Don’t expect a solution by government bureaucrats that use band aids intended to provide a temporary and sub-modest patch up, only problem is this band aid is suppose to close up a bazooka shot to the chest so don’t wait on resolutions that will have a lasting effect.
So what is the solution? When a company is fighting for survival who can they turn to? Two groups that will only hang string you up and hang you to dry are politicians and institutional banks. Both of these sectors of industry are parasites who will eat you from the inside out and then transform into maggots to feast on your rotting flesh. Strange wording for a financial paper but this is reality. So again, who can you turn to for guidance? That answer is both simple and simultaneously complicated as there are multiple sub sectors of finance each with their own good and bad issues.
Seek out a consulting firm that offers turnkey solutions with a contact portfolio that could gag a horse. To raise money and facilitate quality strategies that will get you from point A to point B a consultant must have contacts with accredited investors, investor relations strategists, market makers, securities attorneys who can bang out 10k and 10q’s as well as constructive counsel for mergers and acquisitions to assist in strategic growth. Your consultant also needs to know where to look and uncover powerful strategic partners that can enhance and induce your company’s expansion efforts.
Many companies are using a regulation d solution also known as a private placement memorandum which uses the SEC loopholes of Reg D 504, 505 and 506 for pre public fundraising and bypass the ‘wild west’ factor of the pink sheets and go to a pre NASDAQ trading platform such as the OTCBB. A solid consultant can complete the task but qualifying them should not constitute drilling them on past transactions and other pointless interrogation tactics as this will only push away the good consultants and bring the scumbags in by the truckload as this type of skepticism is something that the fly-by-nights are comfortable with and use to. Instead ask them for a plan on how they anticipate taking your company from the beginning to fund raising stardom. Their plan should include corporate structuring and strategies, board of directors selection, advisory board selection, acquisitions strategy, SEC auditor, S1 attorney, market maker for your 15c211 and enough investor relations and corporate publicity to force the continental shelf into movement.
Settle for nothing less than strategic and all inclusive consulting solutions when raising capital and going public or you’ll find yourself in the precarious dilemma of having your public offering piecemealed with no one to hold accountable at the end of the day and believe me, that is the last place you want to be because those companies end up being shelf corporations that are so riddled with holes you can’t even sell them off for a reverse merger. Get the entire plan from your consultant before signing that contract and moving forward.

If you think economic conditions are tough now, you haven’t seen anything yet. Europe’s collapse is just getting started which will affect our exports, banking and real estate market all over again. Our nation’s current financial traction is only temporary and we still have one to three more cycles of down spiraling real estate market conditions to deal with. Believe none of what you hear from politicians and half of what you see as to them it’s all just a sitcom entwined in smoke and mirrors. To your local government official you’re just a rat on a treadmill chasing after scraps from their table. Do you honestly think you matter to them? All they care about is votes, don’t be naive by thinking they ran for office because of social conviction. You are just a vote on a ticket in a ballet box, nothing more.
The two sectors of the market that have been hardest hit are small/medium size business due to lack of growth capital and shrinking client base and the employees of these companies who have lost their jobs because of cut backs. Being that most issues lie with the demise of the entrepreneur let’s take a closer look at the problems they face and how we can solve them.
Small business is the lifeblood to our nation’s economy. Our entrepreneurs feed an economy which once guzzled luxury items, technology and solutions that made our lives easier. With funding cuts from the top of the economic food chain (Fed to banks to entrepreneurs) there are no lines of credit to offset temporary losses which in turn creates substantial losses without the critical and timely rebound. Companies can’t grow because of the lack of expansion capital, lease options and other alternative financing mechanisms.
While your senator will stand and entertain questions at a press conference make no mistake you’re trapped in a spider filled casket in a forgotten crypt. Grim? Absolutely. Disgusting and despicable is more like it. Instead of promoting concepts that can empower business owners, politicians keep silent as we all slide into the tar pit in one communal involuntary suicide.

Here is the information that they are not telling you. Here is a solution to the problem of a bankrupt middle class and the ever shrinking small/medium size business. Our solution lies in two very simple words, “Private Capital”.
There are solutions and you have power to change your fate.

Private capital comes in many forms but here we are going to talk about Regulation D Rule 506 which stemmed from the Securities Act of 1933 which is an SEC approved way of splitting your company up into organized shares and selling those shares to the public via public offering through private placement also referred to as a private placement memorandum. You can sell shares to accredited investors who believe in your business model. A PPM can be a pre IPO (otcbb) structure, long term investment with a certain exit strategy or you can pay dividends. There are many options, just pick one and move forward.
My personal favorite for helping qualified corporations raise capital and take control is using a PPM to raise a seed capital round and use the proceeds to fund an SEC audit, S1 Filing, 15c211 filing to FINRA approval and trading symbol disbursement. Yes, it is that easy to take your company public. Most companies won’t qualify for the NASDAQ or NYSE and you shouldn’t even consider the cesspool of the pink sheets but a wonderful platform that works great with the above and a solid investor relations strategy is the OTCBB (over the counter bulletin boards).
Once your company is public you can sell securities and cross collateralize your securities for a quick capital raise with minimal institutional banking intervention and drawbacks. Find a consultant who can take you through the process and can demonstrate solid comprehension of your business genre. Take control now!

Global finance is a convergence of polar opposites. It’s a hybrid element that is the result of merging bankruptcy and profitability and the infusion of the ethically inclined and the ethically obscene. The obtuse minded institutional banking system and the endless motivational depth of the prototypical entrepreneur clash and a give and take, debt and debtor mentality evolves. This evolution results in the crisis of indentured servitude where the banks will give but will take much more. The entrepreneur is often stranded without the means for economic defense in difficult times and the FDIC backed lender moves in to take assets whose value are derived by number crunchers in a backroom and the bank’s corporate headquarters.
Business owners will often sign their lives away in order to obtain modest loans and lines of credit, the financial equivalent to signing your soul away to the devil in blood. As a globalization consultant I am constantly hearing from small and medium size companies who have proprietary patents and technology and will put them up as collateral for financing. I must admit, at times its tempting to facilitate a merger between them and an existing client that will result in instantaneous profitability and distribution for my client and the end for this uninformed startup.
If you are an upstart you need to evaluate your options before signing on that dotted line and giving up a pound of flesh. Banks should only be used as a last resort. Venture capital funds should only be considered if all else fails. Your key to raising capital is to go directly to the public via vehicles such as a Private Placement Memorandum (Regulation D Rule 504, 505 and 506) which will allow you to sell stock in your company in return for capital and the ultimate in maximum capitalization would be to go public on the OTCBB (Over The Counter Bulletin Board), NASDAQ or NYSE. Even the London Exchange or Frankfurt Exchange are better options then institutional lending sources.
Taking your company public, growth through acquisition and merger and solidifying your public position with a hefty amount of corporate publicity and hardcore investor relations, this is what will get you to the next level.

Why Are You Writing A Private Placement Memorandum (PPM) To Raise Capital?
I feel like I have to put this out there as a corporate strategies consultant with a firm that is completely submerged in the industry of authoring business plans, private placement memorandums (regulation d rule 504, 505 and 506), facilitating direct public offerings to our database of investors and taking companies public on the OTCBB.

When I get calls about private placement memorandums it is typically one of two scenarios: 1. They want to raise capital and they are shopping around for the cheapest PPM author they can find. 2. They have made the mistake of using the cheapest PPM author they could find and now they can’t find an investor that will fund their 70 page stack of toilet paper.

It never ceases to amaze me when companies are trying to convince investors that they are ready for that next step in their corporate evolution, yet they are being penny wise and dollar foolish with the most technical document their company has ever had done. And why do people put the cart before the horse? I mean, why do people write the private placement memo before they know who their audience is? As a rule of thumb you should write for your audience.

A ppm that is being written for venture capital firms will demonstrate and cater to more of an equity control and technical audience whereas a ppm that is being written for angel investors, private investors and small private equity firms who want to be in and out of a transaction will typically want to buy low and sell high and will typically want to invest in companies that are going public in as short of a time as possible.

The investors in pre public companies and other ‘angel’ type investors have a minimal bankroll of $1m or less (usually) so they have to be in and out of a transaction fast, thus the need for a ‘selling shareholder offering’. This is a mandatory prerequisite for a company that wants to raise capital from angels and go public. With a selling shareholder offering you are setting up a scenario that ever investor dreams of.

You are giving them the ability to buy deeply discounted stock and 3 or 4 months later, when the company goes public, they can sell their stock into the market at an offering price that is typically 4 or 5 times what they originally purchased the shares at and the company is happy because the investor created a bridge for the company to go public and then created a public float.

Now, after reading this, you will see why writing a PPM before you know who your audience is and before you’ve contracted with a consulting firm is a critical mistake. Find a consulting firm that is well rounded as a capital raising facilitator and have them help you set a goal as an end result and then build your strategy from there.

We never use our blog as an ad post but we’ve been getting a lot of questions from our blog readers about our new service so here it is:
1. we structure your company with a focus on corporate and executive infrastructure and organization
2. we help you select a board of directors that will enhance the overall appeal of your company to investment sources.
3. we will evaluate potential strategic alliances that will help you grow and stabilize the longevity of your company.
4. we will author a business plan and private placement memorandum that stands out to investors.
5. we will open up on proprietary and ultra responsive investor database to raise capital via Direct Public Offering also known as DPO
6. the next phase is to take your company public on the OTCBB. We have a third party audit completed, file and complete the comments stage with the SEC for your S1.
7. get your trading symbol, set you up with an Investor Relations firm so your market maker can sell your stock with ease and that’s it!

The process funds in two different stages, stage one with the PPM and DPO which will pay for the ‘going public’ services and facilitation and stage two which will bring in ongoing public funds from the sale of Stock!

any questions just give us a call at 267 233 0183

Princeton Corporate Solutions (www.princetoncorporatesolutions.com) is announcing it’s Direct Public Offering service to it’s Private Placement Memorandum clients. What’s the point in writing a PPM or using a DPO if you don’t have a ready audience to raise capital from? Many companies hire consultants to write business plans and private placement memorandums only to find it near impossible to raise capital because they are lacking the vital element that is necessary for all successful capital raising ventures, that element being accredited Investors.
Princeton Corporate Solutions is now making it easier than ever for qualified companies to raise multiple rounds of capital by offering Direct Public Offerings to our in house investor group who will also invest in taking your company public on the OTCBB. No other company can offer such a powerful package.
The process works like this: 1. Contact Princeton Corporate Solutions for a free consultation at 267-233-0183. 2. Find out in less than 24 hours if you qualify for our DPO/OTCBB public offering solutions 3. If you qualify we structure your company, help you qualify and set up a board of directors, evaluate any potential strategic alliances that can strengthen your position and put growth strategies in place (everything an investor wants to see in a company) 4. Author a Business Plan and PPM. 5. Open up the investment to our in house group of qualified investors via Direct Public Offering (DPO) 6. Start the ‘going public’ process. 7. Market Maker introduction and trading symbol. 7. Congratulations! You are now a strong, stable publicly traded company!
Contact us today if you would like to start raising capital and go public! 267-233-0183 or visit our website at www.princetoncorporatesolutions.com