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.

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.

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

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Take Your Company Public…Fast and Easy!
Are you ready for that next step in your corporate evolution? Taking your company public has never been so affordable and easy to do. We take care of everything. You just sit back and enjoy the process. We will even set you up with a Market Maker who will sell your stock to the public. If you’ve ever dreamed about going public, now is the time! Even if you’re a startup, we can still take you public fast and easy. Call Us Today: 267-233-0183

Call 267-233-0183 or email us at princetoncorporatesolutions@comcast.net or visit our website at www.princetoncorporatesolutions.com

Also known as an Offering Memorandum or “PPM”. A document that outlines the terms of securities to be offered in a private placement. Resembles a business plan in content and structure. A formal description of an investment opportunity written to comply with various federal securities regulations. A properly prepared PPM is designed to provide specific information to the buyers in order to protect sellers from liabilities related to selling unregistered securities. Typically PPMs contain: a complete description of the security offered for sale, the terms of the sales, and fees; capital structure and historical financial statements; a description of the business; summary biographies of the management team; and the numerous risk factors associated with the investment. In practice, the PPM is not generally used in angel or venture capital deals, since most sophisticated investors perform thorough due diligence on their own and do not rely on the summary information provided by a typical PPM.
source: vcexperts